Less Than Nothing
by Noandevery
Summary: When the heart is torn from the body, a Heartless is born, and given the right circumstances a Nobody will rise from what remains. What, then, does that say about a husk whose misplaced heart hasn't even achieved that? Something no longer human but not quite nothing, those even less than nonexistent: the Puella Magi.
1. Prologue

It all happened so fast. She never even saw the collision. By the time she realized something was wrong, she was already thrown about the ruins of the car. Her whole body ached and burned, and any movement felt sluggish and unresponsive. A constant buzzing rang in her ears. She wearily opened her eyes to a blurry world. Blinking instinctually to clear her vision, she caught a glimpse of something dangling in the front seat. A hand. An arm, red flowing down it and dripping off fingers. A chest. A head, bent at an odd angle and unnaturally stiff.

 _No…it…can't be…?_

Darkness. The light striking her face was suddenly replaced by shade, disrupting her thoughts. Moving her gaze, she for a brief instance saw herself, coated in red, before focusing on the cat sitting just outside one of the broken windows. At least, she assumed it was a cat, but something about it seemed odd to her. Maybe it was the pure, unmarred form of white standing out amongst the darker, harsher surroundings, or maybe it was its strange appearance. Perhaps she was still a little dizzy, and the light spilling out behind the creature might have altered her perception, but she thought she saw limbs coming out of the its ears.

 _Cats don't have those…right?_

A voice started speaking. To her ringing ears, she could barely make out a handful of words, but those that she did stuck out with exceptional clarity.

' _You've…terrible fate…if given…change that…you take it?...one wish…your soul…?'_

 _Changing…fate? Wishes?_

She knew she should know what the voice meant, but the words rang empty and half remembered. A sudden burst of pain drew her from her sluggish thoughts, and back to her red body.

 _Red?_

Her outfit was almost completely red, even though she could have sworn that her clothes were a different color earlier.

 _This is…_

Somehow, the color was on her hand, too. It felt watery, and a little sticky.

 _Blood._

All of a sudden everything clicked into place.

 _My blood._

The initial shock was replaced with panic. Her breathing grew more rapid and frantic.

 _So much blood…so much…pain…it hurts, it hurts!_

The injuries she had been unknowingly ignoring started making themselves known. Dull aches became throbbing surges of agony. Each cut and gash stung as the air brushed past them. She figured she must have broken a rib or two, as every breath caused something to grate painfully inside her. Worst of all was her stomach, where a large glass shard had punctured, sinking into and past her skin, partially impaling her.

She remembered the body near her, hanging limp and lifeless in a seat thrust into the air. Thoughts wandered towards the matching seat next to it, and the corresponding body hidden behind it.

 _Mom. Dad._

 _How?_

 _Why?_

Tears welled up in her eyes and quickly overflowed as the gravity of the situation overwhelmed her.

 _This can't be…_

 _How is this possible…?_

 _Why did you…_

 _And why do I…_

 _Have to…_

 _Die?_

The word played within her head, over and over.

 _Die_.

She began shivering.

 _Die._

The small movement was enough to agitate her wounds. The twinges of pain only served to feed her growing anxiety.

 _Die._

 _No, I don't want to._

 _Die._

 _Stop it!_

The word repeated itself relentlessly. Never did she think she could hate a word so much, let alone fear one.

 _Please, I…I don't want to die. I don't want to die! I DON'T WANT TO DIE!_

She recalled the disjointed words. A wish to change her fate. A wish to save her soul. Was this what they meant? A part of her knew that wishes were just stories and fairy tales, but right now the desire to survive outweighed any logic.

"P-please…I don't want to die. H-help me!" Her voice sounded strange, scratchy and weak, but she continued, hoping someone—the voice, the cat, anyone—would answer her plea. "I…I want to live!" She reached out toward the cat, desperate for help, consequences be damned. No matter the cost, she would gladly pay it. "Don't let me die! Please!" If there truly was someone out there granting wishes, then she prayed they were listening. "I WISH TO LIVE!"

The cat moved, its limbs—arms? Legs? She didn't know anymore—splayed out to its sides. Pain even more sharp and intense shot through her chest. It continued to grow, dwarfing any other injuries with its magnitude, until she felt like her chest would tear open as her insides were viciously pulled out.

And then, it stopped. The pain subsided, and all she felt now was numb. Her limbs failed to respond; she couldn't move. However, everything seemed much clearer to her. Even as exhaustion began taking her and her eyes threatened to close, she could see—with perfect clarity—the cat, weird appendages and all, staring unblinking at a decorated yellow gem floating above her. As the gem slowly floated down towards her, she heard the voice speak again, unbroken.

' _The contract is complete, your wish has overcome entropy.'_

The air behind the cat shimmered. In and out a dark form flickered like a black beacon before settling itself in reality. A mysterious figure clad in a black coat was the last thing she saw before her eyes gave out. A deep voice rang in the back of her mind…

"Betrayed by the light to be devoured by the dark. Fate can be most unkind, but you chose to fight back. Cast away all that rejects you and fulfill your new destiny. Unleash your newfound power as one of the Puella Magi…"

…and she slipped into unconsciousness.

"Mami Tomoe."

* * *

A/N: Oh boy, here we go. What started as a passing observation ("Tearing the heart/soul/thingamajig out of the body and succumbing to your inner darkness; where have I heard that?") turned into a bunch of scattered ideas, and then into something resembling an actual story. Eventually the temptation became too great and I had to start writing. For now, this is merely a prelude before the story starts proper, and the first chapter will be up in the next couple of days. Hope you all enjoy!


	2. Chapter 1

Chapter 1

For the umpteenth time, she opened her eyes to the sterile hospital ceiling. For the umpteenth time, she threw off the covers and marched up to the mirror. For the umpteenth time, she released the ribbons holding her black twin braids, and brought up her Soul Gem, letting its magic to restore her eyesight. For the umpteenth time, Homura Akemi braced herself for another cycle through the month ahead.

After changing into her school uniform, Homura left the hospital, largely ignoring the doctors and staff, giving only a despondent acknowledgment to any of their greetings or encouragement. She didn't have time for them, not with an important matter that she had to take care of before she began her first day of classes.

 _First thing's first: got to take care of Amy._

Getting the stray cat out of the way would prevent one potential contract, assuming She hadn't already done so in this timeline. Homura inwardly smiled to herself. Sacrificing oneself to a fate of despair, for the sake of a cat—essentially an adorable stranger—of all things! Only She would do something so naïve and innocent; a reminder of Her kindness, even if it did leave Homura with another contingency to plan around.

Through multiple reiterations, Homura had long since developed a checklist of places Amy could be at this time of morning. Luckily for her, it only took a few tries before she spotted her quarry. Hiding herself so no one could see, Homura transformed into her magical attire. She reached into the pocket dimension within her buckler, retrieving the necessary tools.

For the most part, Amy was a solitary creature, generally avoiding people as most cats are wont to do. Luckily for Homura, she was an exception. As she approached, the cat took notice, but didn't move, nor did she mind when Homura stroked her fur, and once Homura brought out the treats, Amy had no qualms about being picked up. As soon as she had the cat in her arms, Homura activated her shield and time screeched to a halt. She then walked over to the nearest post and set Amy down next to it, freezing her with the rest of time. With that, Homura pulled out a length of rope, cutting off a small portion to leash Amy to the post. In its frozen state, the cat offered next to no resistance, only moving slightly when Homura's fingers briefly grazed her fur. Without the pressure of time or struggle, Homura was able to make absolutely sure the makeshift leash was perfect—tight enough to fasten Amy, but loose enough so as to not hurt her.

With the leash in place, Homura dismissed her magical form, reverting back to her uniform and the normal flow of time. She gave Amy a few more treats, and took out her cell phone, leaving an anonymous tip from a "concerned citizen" about an abandoned cat chained to a post. Her work done, Homura left for school, leaving Amy alone to eventually fall into the care of animal control and trusting that they would give her a home, whether it be with her original owner or some new family. The details didn't matter, so long as it kept Amy out of the streets and away from any vehicles that might have otherwise run her over.

With but a few actions, Homura had changed that cat's fate and averted its death. How easy it was to save its life. If only the same could be said about a few other people, one in particular.

* * *

"…Well, now that that's out of the way, let's give a big, warm welcome to our new classmate!"

Exasperated sighs rang from the other students as Homura entered the transparent classroom. Facing her classmates, she introduced herself as Ms. Saotome wrote her name on the board, stumbling halfway through before Homura turned to finish it. Staring out at the class again, her eyes zoned in on the unmistakable pink hair, wide eyes, and radiant smile of Madoka Kaname. Her gaze lingered until the girl grew flustered, subconsciously bringing her hands up to her face, as if to divert the attention.

That nervous tic gave Homura the perfect opportunity. Madoka's left hand was in full view, and she could see the ring-less fingers and nails all uniformly bare.

 _Good, she hasn't made a contract yet,_ Homura thought, and if things finally went her way this time, she never would.

As usual, Homura feigned sickness during break, and asked the nurse's aide herself to escort her. Along the way, Madoka continually tried striking up a conversation, asking questions or trying to sound welcoming, all of which Homura silently endured, suffering through the memories and unfulfilled promises that hid behind those words, especially once Madoka started fawning over her name.

When they came upon the fated hallway, Homura made her move. A dramatic turn, and a dead-serious expression; the sudden change in atmosphere caught Madoka off guard. Homura gave her warning, words flowing forth without even needing to think, her speech having been rehearsed countless times, always to the same recipient. All Homura could do was hope that this would be the time when Madoka seriously considered her words, as she left the girl to her own thoughts.

For the remainder of her classes, Homura's body went into auto-pilot, solving the same equations, answering the same questions, and breaking the same records. The monotony of these hours grew increasingly tedious with each iteration, only serving to allow her to dwell on the events that she knew would soon follow.

* * *

Homura's footsteps echoed throughout the abandoned exhibit as she walked down its darkened halls. The eerie isolation only served to irritate her, as she knew that by now Madoka would be finishing up at the café and joining her friend Sayaka to browse the music store. Homura had wanted to at least take care of her primary objective before the two arrived, but judging by the empty halls and her dormant Soul Gem, apparently neither of her targets were around.

The Witch she could understand. Although this was usually where it laid its labyrinth, there were timelines where it appeared at a later date, or in another location. That she could accept, but _him_? Even if she dared hope that he had not yet discovered Madoka, there was no way he would pass up this opportunity to approach Homura. After all, to him, she would appear an anomaly, a mystery that, by all means, should not exist. To not confront her and attempt to understand the "phenomena" would completely go against his logic-obsessed nature. Even though that _thing_ could be unpredictable in his schemes, she was at least confident in knowing how his morals work—messed up as they are—and what goals he strives for. That his absence might contradict everything she thought she knew about him infuriated her more than it should have.

 _Show yourself, Kyubey! I know you can hear me!_ Homura mentally shouted, using telepathy to project her thoughts as far as she could. _I know you know what I am, and I know that you're dying to know how!_ She chose her words carefully, refusing to get caught in some scheme of his. _Come out, and maybe I'll tell you what you want to know!_ Or, more likely, put a bullet between his piercing red eyes. She had to somehow chase him off, keep him away from Madoka.

Her thoughts were only met with darkness. She patrolled the entire exhibit, searching for any sign of white. She even fired a few shots of her pistol, on the off chance she'd be chided for "such needless and illogical actions", but the only thoughts in her mind were her own; no telepathy, nothing.

Eventually, Homura conceded that maybe he really wasn't here. No Kyubey, and no Witch, which also meant that Madoka would not meet Mami for the time being. It was…strangely reassuring for Homura, but she dared not drop her guard now. Even if he didn't strike now, Kyubey would set his sights on Madoka sooner or later, and when he did, she would be there to intercept.

By now, Madoka and Sayaka had probably already finished their business at the mall. She would, of course, check the store to make sure, but one way or another, Homura's next stop would be the Kaname household. She'd stake out the place, and make sure Madoka's evening was as unremarkable as possible.

* * *

Sitting atop a roof across the street, Homura stared into Madoka's bedroom, more than a little surprised at just how unremarkable this evening had actually been. For the most part, Madoka had been sitting in her room, working on something out of view. In there she stayed until just a few moments ago, disappearing from Homura's view but quickly emerged again in the kitchen, apparently assisting her father in preparing dinner.

It was the picture of mundanity. Even though she still kept a vigilant eye out for any signs of Kyubey, between the innocent, simple lives playing out before her and the dull orange glow of the setting sun, Homura found herself relaxing. It would be a long night yet before she felt it safe enough to leave Madoka alone, but her mind started wandering, considering the possibility that maybe, just maybe, Kyubey won't show up.

Homura's breath hitched. Was this…optimism? She tried to refocus on the task at hand, but the thoughts were too comforting to ignore. Could it be possible for Kyubey to not have interest this time, and instead scout another girl? Could this Madoka actually _not_ have the potential to contract in the first place? There were timelines where she hadn't become a Magical Girl, true, but Homura had never witnessed a time where she was flat out unable to make a contract. The thoughts compounded upon each other, threatening to overwhelm her with positivity. For the first time in a long time, she felt…hopeful. The corners of her mouth crept upward…

 _You naïve fool_.

Homura grimaced, scolding herself and dispelling those thoughts. She felt like an idiot letting herself get caught up like that, and on the first day no less, when there was still so much that could go wrong. Still, if things kept going like this, perhaps she could make a few changes to her plan. It _had_ been a long time since she had last gotten…close to Madoka. For safety reasons, of course. Earning her trust before Kyubey could even enter the picture would only be beneficial for the days to come.

A gust of wind blew past her…

No, the _sound_ of wind blew past her. The air remained as still as it had been. Homura tensed, feeling something wrong. She only needed to glance to her right to find out what: what had sounded like wind was actually the opening of some kind of dark rift. From within its depths, a black figure emerged. The dark hood stared right at her, and the rift snuffed itself out like an extinguished flame.

"Who are you?" Homura glared at the stranger.

"You seek answers…" The figure took a step forward, and Homura immediately took one back. "I can give you purpose."

"I'm not interested in anything you have to offer."

The figure let out a deep chuckle. "Do you even understand what you are? What you have become?" He took another step forward. She, another step back.

"I think the real question is do _you_ know, and how?" Homura's readied herself, watching for any sudden moves. "Clearly, you're not human, and I seriously doubt you're like me." Another step forward, another step back.

"I believe it is more accurate to say that _you_ are not one of _us_." The hood peered off to its right. Homura figured he had to be staring at the house across the street—Madoka's house. "But make no mistake, you are more akin to us than you are to them." Another step forward, another step back.

Homura's scowl deepened. She pulled out a pistol, and leveled it at the figure's head. "I already get more than enough vague nonsense from one person. I'd rather not have another. If you want to keep talking, then stop dancing around every word and get to your point." Another step forward.

"Do you intend to shoot me? With so many around to hear?" The figure spread out his arms, almost inviting her to strike. Another step forward.

"They'll never hear me, I can assure you." Another step forward. Homura then noticed just how small the gap between them had become, but hadn't she been matching his pace? "And stay where you are! Not another step."

The figure halted his advance, staring at her, and Homura glared right back at him. Peering within the hood, she could just make out a pair of yellow eyes, a violently intense coloration that felt unsettling and just plain unnatural.

"You presume to understand—that you have a grasp on the events at hand. However…" The figure took a very deliberate step forward.

Homura acted, activating the magic in her shield. However, the shield never clicked. Time didn't stop. She looked down at it in panic, pouring more magic into it, only to find her efforts ineffective.

"…There is still so very much to learn."

Ignoring her shield, Homura went to shoot, only find her finger unable to pull the trigger. Her hands were locked in place, her arms could only feebly twitch as they refused to budge. She would have run by now, but her legs refused to cooperate as well. Fear welled within her as the figure closed the rest of the short distance, reaching toward her left hand.

An unrestrained yelp escaped Homura's lips. It wasn't so much painful as it was a sense of _wrongness_ that made her whole being cringe as her Soul Gem was forcefully removed from the back of her hand and into the palm of the figure. Those piercing eyes started at it like a predator over fallen prey.

"In exchange for a single wish, your heart is stripped from your body, and form what you call a Soul Gem. And while you may still control your body even in this separation, the fact remains that without this precious component, your body is filled with _nothing._ " Homura's eyes dulled and her head drooped as the connection to her body was severed.

* * *

A/N: I know one of those lines is misquoted, but I just couldn't resist. Besides, they're basically the same person anyway.


	3. Chapter 2

Chapter 2

"What do you mean you _don't know_!?"

The words echoed slightly within the round meeting room. Thirteen thrones surrounded the central dais, each towering over it with varying impractical heights that no normal person could reach. The outburst itself came from the seat of the fourth member of Organization XIII. His hands gripped at the arms of his seat as Vexen glared at the source of this surprising incompetence.

 _'I mean exactly what I said: I do not know. The parameters of her powers elude me as much as they do you,'_ Kyubey replied, sitting on an arm of a vacant throne.

Vexen's fist pounded on his chair in frustration, but another voice preempted any further argument.

"She is a Puella Magi, is she not?" Xaldin stated, arms crossed. "If she made a contract, then you should know what she wished for, and her resulting powers."

 _'True, Homura Akemi is undeniably a Magical Girl. However, I have no recollection of ever contracting her.'_

A sarcastic snicker came from the seat of the second as Xigbar leaned forward. "So what? You think there's someone else out there making rocks out of girls' hearts? As if. Far as I know, that world is lacking in any natural magic. You're the only one that could have done it."

"Two contradicting events, and yet both appear to be true," Zexion mused, bringing his hand up to his chin as he delved into deep thought. "Perhaps we—"

"This is getting us nowhere," Vexen interrupted. "We're just going around in circles. A complete waste of time!"

"Indeed," Saix spoke up, hands resting atop crossed legs. "So let's move on to the next question: that of how this girl managed to evade us for this long. Our reports say that an influx of magic appeared within Mitakihara City this morning. Its signature was similar to that of a Puella Magi, but that was all we can say about it— _similar_. There wasn't a precise location, only a general presence in the area. It took us nearly an entire day to locate her." His eyes narrowed at the Incubator. "No matter what magic she has, _that_ shouldn't have been possible. Care to explain?"

"I think the better question is how she managed to escape in the first place," said Xaldin. "That signal's first appearance must have been her contracting, and that would require the Incubator." He motioned toward the Superior sitting above them all, silently listening. "And of course, Lord Xemnas is always there to make sure that this exact situation does _not_ occur."

"And bringing us right back to how she became a Magi to begin with," Xigbar smirked, tracing a circle in the air. His words set off an unseen fuse as theories and counterpoints erupted amidst the room. But before the conversation could completely dissolve into chaos, Xemnas raised his hand, immediately silencing everyone.

"Xigbar and Vexen are right, speculation is pointless. At present, we cannot answer the how and why. Homura Akemi remains a mystery and an anomaly, but she is also ours. For now, we need merely observe, and our answers shall come in due time. That being said," Xemnas looked down to Vexen. "A preliminary examination may be in order."

Vexen fidgeted slightly under Xemnas's gaze. "With all due respect, my lord, such a task would be a grievous misuse of my talents and time. My research is entering a critical stage of development, and I would prefer to return to it as soon as possible."

"I suppose I'll take care of it then," Zexion sighed.

"Very well," Xemnas slowly nodded. "You'll find her Soul Gem as you enter the dungeons, just out of range of the body."

"If that is all, then I believe we are done here," said Saix. "We'll expect a full report from you soon, Zexion." Darkness enveloped four of the occupied seats as the Nobodies warped out of the room. The Incubator quietly disappeared without anyone's notice. Saix briefly watched the Superior above him—eyes closed in deep contemplation—before teleporting out as well.

* * *

The sensation of a Soul Gem reuniting with its host body can vary depending on how long the two were apart. A few minutes, and the girl gets up as if awoken from a nap. At worst, she might feel a bit groggy or light-headed, but ultimately no worse for wear. After a while, however, complications arise. Without the Soul Gem, the body is nothing more than a corpse, and all systems shut down, most notably the heart. Without fresh blood circulating throughout the body, the life and oxygen within any remaining blood slowly fades away, and the body grows stiff. Recovery at this point is still possible, but unpleasant, to say the least.

Unfortunately for Homura, reconnecting with her body fell under the latter category. Her heart began beating and slowly pumped life back into her systems. Her lungs expanded and collapsed of their own accord, allowing her to breathe once more. She soon regained use of her senses as her brain resumed cognition, and she opened her eyes. Her limbs still failed to respond, but she'd wait for fresh blood to fuel them as she took in her surroundings.

The vibrant purple ceiling above was unfamiliar to her. Judging by the way it met with the matching walls, she surmised this room was reasonably spacious. Panels covered the walls at irregular intervals, meeting and overlapping with no cohesive pattern. Other than that, the room was bare, from what she could see, at least. Dim lights emanated from the floor, but there was a brighter light coming in from somewhere outside her peripheral, meaning an unseen opening in the room, most likely a door.

Her fingers twitched. She regained control of her limbs, but any movement took considerable effort, and any actual feeling still had yet to return, having instead been replaced by a fuzzy tingling that ran up her arms and legs. Homura sighed, resigned to wait for the sensation to pass.

"Finally awake, are you?" A sudden voice startled her, coming from the direction of the light. Careful to avoid unnecessary movement, Homura rolled her head to get a look at the source. The first thing she noticed was the barred doorway.

 _A cell. Great..._

She then took note of the man behind the bars. The familiar black coat immediately put her on edge, but unlike last time, the hood was down and she could clearly see this one's face. Silver hair cascaded down over his face, almost completely covering the right half. The one eye she could see stuck out to her. Blue, not yellow. Not the person from before.

A glimmer caught her eye. There, in the man's hand, she made out the familiar egg-shape, the gold casing, the purple hue—

"My Soul Gem!" Homura instinctually reached out, and immediately regretted it. The numb tingling in her arm deepened immensely, and while it didn't exactly hurt, the feeling was incredibly uncomfortable and incapacitated her all the same.

"Indeed it is." the man brought his hand up, rotating the gem between his fingers. "You know, in all my years, this would be the first time I've actually seen a Soul Gem in its natural state. It's laughable, really." His gaze drifted toward Homura. "Ah, but I haven't even introduced myself. I am Zexion, and you…you are Homura Akemi."

The sensation finally began to dissipate. Homura pushed herself up to her knees, and from there rose to her full height. Her legs were still a little shaky, but she was not about to let him see that.

"What do you want?"

"I only came to return what's rightfully yours. Although," Zexion briefly glanced back down at her Soul Gem. "It may be more accurate to say I'm returning _you_ to what's rightfully yours. All I ask in return is that you answer a few questions."

"So that's it, then? Blackmail? Or would you call this a hostage situation?" It bothered Homura that there was yet another man who knew about Soul Gems, and she doubted this would be the last, much to her dismay.

"Of course not. This is merely a show of good faith." Zexion reached between the bars, and gently placed the soul gem on the ground. He took a step back and let his arms fall to his sides.

Homura's instincts screamed, both at the obvious trap and for self-preservation. She needed to get her Soul Gem—her very essence—away from him, but not at the cost of giving him an opening. She glared at him, staring eye-to-eye, making note of his every move.

She took a cautious step forward. No reaction.

Another step. He smirked, as if urging her to hurry. Her scowl deepened.

The slow, deliberate steps continued. Still no reaction.

Her Soul Gem stood right before her now. She bent down, not taking her eyes off him. Her hand wrapped around the gem. He bowed his head, like he was allowing her continue.

 _Could he be any more condescending?_

She rose and backed away, Soul Gem firmly in her grasp. Still no movement.

 _Idiot._

With a flash, Homura transformed. In an instant, she pulled out a gun. Zexion didn't even react until the bullet was already through his head. His eyes widened. A suppressed grunt escaped his lips. His body swayed. Homura darted and reached through the bars to grab him, only for her fingers to pass right through him as the presumed corpse dissolved into fluttering pages before completely disappearing.

 _What…what just—?_

"Not bad! Not bad at all. But your plan has a few glaring issues." Zexion's voice rang out. Homura looked up and down the hall, but couldn't find a source. "First: you assumed that I would have something like a key on hand, ignorant of the fact that these cells do not work like that. Second: no one would be foolish enough to just hand you back something so important and powerful." A small dark cloud formed in front of Homura and dissipated, revealing another Zexion. "At least, not without the proper measures taken first."

Homura readied her gun for another shot. "And what's to stop me from shooting you again?"

"Just the fact that your effort would be as futile as the one before. Do you really think I would make myself so vulnerable? Twice?"

"I can find out."

 _'Ah, a pocket dimension within the shield. Interesting.'_ Homura blinked at the voice in her head. Eyes darted around and quickly found the little alien. _'Although, correct me if I'm mistaken, but your firearm, it isn't magically enchanted, is it?'_

Zexion sighed and shook his head. "I thought I told you _not_ to follow me here."

Homura's eyes narrowed into slits as the pieces came together: the knowledge of Soul Gems, the multiple bodies, even that insufferable tone of voice. "Kyubey," she spat out the name like venom. "I should have known you were behind this."

' _I'm afraid I don't quite understand to what you're referring as 'this' to be behind. If you mean the current location you find yourself in, I can assure you that that was not my doing.'_

"Playing dumb doesn't suit you." Homura looked back at Zexion, currently resigned to let the new developments play themselves out. "That body is one thing, but how long have you been using _this_? How many girls—how many _people_ —have you been manipulating with this fake?"

"Fake? I would be offended," Zexion spoke up. "Clearly, you misunderstand. Though he and we may be allies, the creature you call Kyubey is a completely different entity. Any such relation you claim between us is resoundingly false."

Homura's face hardened as she took in the words. "…Allies?"

Zexion nodded. "Our goals may be different, but not conflicting. Given that situation, would it not be within both party's best interests to aid one another if it also furthers their own ambition?"

Homura stood silently for a moment to sort her thoughts. "You say that, but…" There was no way this supposed alliance could be real. It wouldn't surprise her if both sides were hiding something, but Kyubey especially would never willingly give up his real intentions. He had to be tricking Zexion and his cohorts, just like he did with her—just like he did with every Magical Girl. "Are you sure you know what he _really_ wants. What makes you think he won't eventually betray you?"

"I think the better question is if _you_ know. Or rather, how you've come to think you know." Zexion's gaze became very quizzical. "But to answer your question, the Incubator's goals are not some big secret. Quite the opposite, actually, being something of common knowledge to everyone here. But just so we're on the same page, let's just get it out in the open." He briefly paused before continuing on. "Alternative energy sources on a universal scale, chiefly within the potential of extreme emotional imbalances within female adolescents. Sound about right?" He stood there, gauging Homura's reaction, but she kept her expression stern and impassive, giving away very little. "In truth, we're quite grateful to the Incubators, and have made excellent use of the results of their research."

Despite her cold glare, Homura was seething inside. No matter what they said, what good they claim to have brought, the Incubators were humanity's enemy. They cultivate despair, nurture monsters and set them loose to plague, torment, and kill, and all under the sick pretense of harvesting energy.

"How…Why?" Her words came out quiet, but sharp. "You know what he is—what he does, and you willingly choose to work with him?" Her anger continued to grow as she stepped forward again toward the bars of her cell. "Deceit. Sadness. Destruction. Brought by him."

 _Her lifeless body lying broken in the drowned ruins of the city…_

"Lives lost. Friendships, families, all torn apart. Because of him."

" _Save me from being stupid, from getting tricked. Don't let Kyubey fool me again…"_

"Everything he does brings tragedy, and he doesn't even care."

" _With that much power, it might even be possible for her to destroy the whole planet. Oh well, it's humanity's problem now…"_

"And you mean to tell me you've been _making use_ of that? No human—normal or otherwise—would ally with something like that, especially with that kind of knowledge. So then, Zexion, answer me this…"

Homura aimed her gun, reaching outside the cell. They both knew such threats were pointless, but at this point, she didn't care.

"You, and the other one, who brought me into this damned place. what are you?"

Zexion stared back, that same dull expression never changing.

His face. His voice. His tone. Despite what he said, everything about him screamed Incubator.

"What the _hell_ are—!?"

A loud crack echoed through the area. Homura recoiled as her pistol was violently wrenched from her hand, clattering on the floor with a substantial dent in the barrel's side.

"My, that was a close one."

Homura's eyes widened. That voice, it was way too familiar. She looked towards the source of the sound. Although the figure was only partially within the cell's field of vision, there was no mistaking the outfit, the musket, and the prominent blonde curls that belonged to Mami Tomoe.

"Hardly, but your timing is appreciated all the same," Zexion said. Mami dismissed her gun and stepped forward. Following behind her were two other girls, one a brunette who looked like some kind of warrior, and the other a platinum blonde that Homura could only describe as vaguely futuristic. The two were unfamiliar to her, but there was no doubt they were Magical Girls as well. "This one is becoming quite uncooperative. Unfortunately, continuing on like this will only cause more problems than solve."

"I can't imagine why," the warrior grunted sarcastically, leering at Kyubey.

"Indeed. At this point, it may be best to turn her over to her own kind."

"Don't worry, we'll make sure she gets settled in," said Mami.

"Then I shall expect to be informed once she is properly accommodated."

"…We won't leave out a single detail." Mami gave a small curtsey.

Seemingly satisfied, Zexion walked to the side of the cell door. He regarded Homura once more. "I'm going to let you out now. I trust you know what will happen should you do anything reckless?"

Homura remained silent. The threat was obvious enough without the rhetoric. Mami was giving her a warm, inviting smile, and the other two girls, while less empathetic, seemed hospitable all the same, but all that would undoubtedly change in an instant. If it came to a fight, Homura was confident she could defeat them, even if it was three-on-one. Magical Girls she could beat, but these… _people_ like Zexion, how many of them would she have to go through? Did she even stand a chance against them? And this place, was she still even in Mitakihara anymore? There were too many unknowns to consider, so for now, she'd play along.

The bars of the cell slid down into the floor. All eyes were on Homura as she walked out. She ignored the gun on the floor. The damage from Mami's shot rendered it useless to her, and fixing it would take more effort than it was worth.

"Don't worry, we'll be happy to answer any questions you have," Mami said as Homura approached them. "I know things might be a little overwhelming right now, but we're not your enemies." The other two girls surrounded Homura, a motion which did not go unnoticed by her. "Let's just get going, all right?"

The four began walking down the hallway, back the way Mami and the others first came in. Homura's gaze shifted between the three girls as she attempted to understand this increasingly maddening mystery, and judging by the shared stares of the two girls at her side, they were likely doing the same to her.

* * *

Zexion watched the girls' departure until they disappeared from sight. With them gone, he looked at the Incubator disapprovingly.

"You really shouldn't have come. You know how much they despise you, especially the new ones."

' _I wanted to examine Homura Akemi personally, rather than create false expectations based on someone else's opinion.'_

Zexion suppressed a sigh. "And in doing so eliminated the chance for any kind of civil conversation. Perhaps you didn't notice, but her eyes had murderous intent, and frankly, I couldn't tell which of us she wanted to shoot more."

' _Even without the assistance of Mami Tomoe, you would have prevented the situation from getting out of hand,'_ Kyubey stated matter-of-factly.

"You overestimate me. Perhaps I would've let her destroy a couple of your bodies, in the hope that the catharsis would've made her more amenable."

' _Regardless, you cannot deny that we have obtained some interesting information, and that it may have been_ because _of my appearance that we got it.'_

Zexion stared down at the Incubator. "Unfortunately, you're right." His voice rang out, but his mouth remained closed. A hand reached down and grabbed the damaged gun. The Zexion standing before Kyubey disappeared as another Zexion—the real Zexion—snapped shut his lexicon with his right hand and examined the gun with the other. "At least now we have some idea as to the nature of her magic. A pocket dimension, was it? Sounds like spatial manipulation. Xigbar might be able to offer some further insight…"

With new theories forming in his head, darkness enveloped Zexion as he left to record their findings, leaving Kyubey alone in the empty hall.

* * *

A/N: So a bit of a forewarning: there will be OCs used here and there. They're kind of a necessity though, since five girls do not an army make. However, as a personal philosophy, I plan to keep any OCs as secondary or background characters. Some may have some development, but the vast majority of this story will keep focus on the characters we know and love.

That being said, it has been quite fun imagining what kinds of girls Kyubey might've visited amidst the Disney worlds.


	4. Chapter 3

Chapter 3

Sprawling hallways, overly spacious rooms that lay eerily empty, twists and turns that could easily confound the unwary, and a white sigil, repeatedly showing up everywhere they went. Homura wouldn't have been surprised if they had been in a Witch's labyrinth this entire time, but that would be too convenient. Unfortunately, the insanity she found currently herself in was far beyond anything she had faced in a labyrinth, and _that_ was saying something.

A sudden voice brought her out of her thoughts, although she missed what was actually said. Mami was looking back at her while continuing to lead the group.

"I know this is coming out of nowhere, but we haven't been introduced yet. As I said, my name is Mami Tomoe."

"Uh, right," the girl to Homura's left sighed, relieved by the broken silence. "I'm Hypatia, of Thebes."

"Evelyne," said the third girl.

Homura subconsciously brushed her hand through her hair, flipping it out. "…I'm Homura Akemi." With her attention focused on them, Homura took a more detailed look at her escorts, primarily the two new girls.

Hypatia looked like just a warrior of old. A gladiator perhaps, but Homura wasn't that familiar with ancient history to be sure. Her bangs were pulled back out of her face and into a ponytail to fall with the rest of her shoulder-length, reddish-brown hair. She wore a plain brown tunic, and a very short blue cape was draped over her left shoulder, ending just above her elbow. A golden belt was tightened around the tunic, and in its center lay an orange gem shaped loosely like a shield. Fingerless gloves adorned her hands and covered her toned arms like a leathery vine, becoming less protective and more decorative as the material went further up. What stood out most, however, were her boots. While everything else seemed to be made of cloth or leather, the over-the-knee boots were heavily armored, its metal plating arranged to have that typical Magical Girl flair that the rest of her outfit lacked. Despite how heavy and cumbersome they had to be, the girl walked normally and effortlessly, footsteps barely making a sound.

Evelyne, meanwhile, wasn't so easy to sum up in a single term. Her pale blonde hair was pulled up and held by a band with small metallic wings coming out and wrapping around her head like a circlet. A dark blue skinsuit covered her entire body, ending only at her wrists and neck. In the center of her torso, just above her chest, sat a yellow gem, acting like a core as light-blue lines snaked out from it and wrapped around her body and limbs like veins. The entirety of her right arm was covered in an armguard, segmented into four distinct sections. With the way it stuck out compared to the rest of her attire, Homura suspected there was more to it.

"It's a pleasure to meet you, Homura," Mami said. "Now then, you have questions, and we're willing to answer, but know that this will take some time. There is a lot to discuss."

"That's not a problem. By all means, tell me everything," replied Homura. "I'd rather that than run into any more surprises."

Mami nodded. "A good answer, but before I begin, I'd like you to tell me: what do you know about Puella Magi? How much did Kyubey tell you before you made your contract?"

Although her face didn't show it, Homura mentally raised an eyebrow. Puella Magi? Was that just what Magical Girls referred to themselves here, or was there something more? "In exchange for a single wish, we give our lives for an endless struggle against Witches. That's about all." At least, all she _could_ say. In her experience, going any further about the nature of Soul Gems and Witches with Mami always had…dire consequences. "Although, I don't remember these…creatures in black coats ever being part of the deal."

"No one ever does. Not until you've already made the contract." Hypatia stated.

"What are they?"

"Organization XIII. They are, well…hmm…," Mami paused to think, leading them around a corner and down a flight of stairs. "You said you know of Witches. Does the name 'Heartless' mean anything to you?"

Homura shook her head. "Nothing specifically." Did that have something to do with Witches? Or was it a Witch she hadn't seen before? It wouldn't be surprising, with unfamiliar Magical Girls like Hypatia and Evelyne came unfamiliar Witches, although 'Heartless' would be an unusual name compared to the few she had gleaned from countless encounters.

"Lucky," Hypatia scoffed. "Just what kind of place do you come from?"

Homura stared pointedly at Mami. "Mitakihara City."

Mami looked back, eyes lighting up with recognition. "I see…and, in that case, I'm not surprised. Heartless appear there pretty rarely, and any attacks are almost always isolated. It's no wonder that you haven't heard of them. But returning to the topic at hand, Heartless are the darkness within people's hearts given form. When a person succumbs to their inner darkness, all those negative emotions—sadness, anger, despair—they force themselves out into the world. When that happens, the person's…well, some say heart, others soul, but you get the idea—their _being_ is torn from them, consumed by that darkness, and compelled to act on those feral emotions."

Homura fists tightened at her sides. This all sounded way too much like… "And this can happen…to anyone?"

"Sadly, yes," Mami sighed. "From greed to pride; depression to violence. It all ends the same if you dwell too much on your darker side."

"And that's only the beginning," Hypatia spoke up. "Heartless are drawn to hearts. They seek out people to steal their hearts and add to their own numbers. Watching a group of Heartless take down their prey is…I-it's not something you want to see, trust me."

"As Puella Magi, we fight Witches and Heartless alike, all under the order of Organization XIII," stated Mami.

They passed through another door and into a seemingly incomplete room. Although the floor ran to the doorway across the room just fine, it only spread out so far, failing to reach the high walls that turned into a windowed dome, giving Homura her first look at the darkened skies. A very faint sound periodically chimed within the chasms between wall and floor.

"Ok, but you still haven't told me just what this organization is," Homura replied.

"I know, and we are getting to that, but first consider this: Despite the name, a Heartless is just a heart, more or less. What do you think happens to the rest of the body it leaves behind?"

Homura didn't need to think very hard about Mami's question. She'd already seen it far too many times to count, mostly to a stubborn bluenette. "I imagine the body becomes a corpse, if it has no soul to give it life."

"And you'd be right...in most cases. However, sometimes a soul is strong enough that when it's removed, a sort of "echo" remains. The body clings to this echo, and attempts revive itself with a mere memory of a soul. The process isn't pretty, and the body ends up…" Mami stopped, and the others quickly following suit.

Two white…things were approaching them, writhing in the air. They passed by the girls, ignoring them as they hastened through the room. The encounter was brief, and with all the movement, Homura could only make out limb-like tendrils and what was likely the creatures' head before they were gone.

"…Like…that," Mami slowly continued. "With no soul and only fragments of memories, the body losses most of its shape, unable to fully remember what it should look like. They continue to live, even though they no longer exist. We call them Nobodies." She faced forward and resumed walking.

" _That's_ what Organization XIII is, by the way," Hypatia said, nudging Homura. The time traveler's eyes narrowed as she slightly shied away from her. "A group of Nobodies whose souls were so strong that their bodies were able to keep human form. Of course, they're like any other Nobody: no soul, no emotions, no humanity. Only difference is they can remember what it was like."

"So the strong rule the weak. Not surprising, but what do we have to do with this? We aren't Nobodies." Homura could accept that her humanity had been lost long ago, but there was no way she, or any Magical Girl, was one of those creatures.

"No, we're not. Puella Magi are…something else." Homura noticed Mami's steps falter ever so slightly as she considered her next words before eventually stopping entirely again to face her. Taking off her cap, Mami pointed out the yellow gem affixed to it. "I know it looks different to how you may know it, but this is a Soul Gem, the symbol of Puella Magi. Perhaps Kyubey already told you a little about them, but I'm sure he didn't tell you everything. From the name, you can probably guess what these really are, and what that means for us."

"You don't mean…?" To the others, her surprise might have been from piecing together the truth about Soul Gems, but it was Mami's apparent insight that truly shocked Homura.

"I do. When we made our contract, our souls were removed and used to create these gems. We're no longer human, but because of these, we're also not nobodies. Thanks to Kyubey, Puella Magi fall somewhere between existence and nonexistence, and under Organization XIII's domain."

"And you're ok with this?" A strong sense of justice and a soft heart; in almost every timeline, discovering the truth shattered both and broke Mami. Homura wondered how this one managed to remain sane.

"How I feel is irrelevant; this is just the way things are." The look Mami gave her was sympathetic, but Homura recognized the mask of a brave face that the older girl wore many times before. "I know it's a lot to take in, but some things are best learned sooner rather than later, and we're all here for you if it gets to be too much." Mami secured her cap back in place and began walking again. "There is one last thing you should know: over time, your Soul Gem will begin to darken. We'll show you how to avoid that, and I suggest keeping it as pure as possible at all times."

Homura noticed Mami's reluctance to elaborate, but didn't comment. This Mami may have been more knowledgeable than most, but to what extent? Neither of the other girls mentioned anything either, so Homura decided to keep quiet about Witches until one of them brought it up.

The girls continued through the massive building, down a giant elevator and into a room—windowless, and instead completely open to the elements, where their path suddenly ended, leaving them staring out at a large, deep crater amidst a dark, sprawling city.

Evelyne drifted toward a control panel as Hypatia motioned for Homura to stand on a particular tile, separated from the rest of the floor by a glowing red border. Mami pointed out a tower not far from the crater's edge, peaking above the nearby buildings with large, flashing monitors near its tip.

"See that skyscraper? This device is the only way for us to enter and leave the castle, and connects to that building."

With a final button press, Evelyne hastened to rejoin the others. "Ready."

A light flashed from the tile, enveloping Homura before dying down seconds later. She found herself in a lobby teeming with girls, all of which she suspected were also Magical Girls. Some took notice and waved; a few came up and started chatting with Mami who, as befitting a "senior" Magical Girl, took every comment in stride, responding and assisting each girl without slowing her pace. By the time they left the building, the small crowd had already dispersed.

"You can think of this area as our headquarters; a place to eat, sleep, and relax when you're not on assignment," Mami lectured as she continued leading them through the open square into a hotel.

The building's lobby was smaller than the previous, but connected to a much larger dining hall. The furniture was incredibly varied, from the typical round communal tables to long tables fit for banquets to tiny end tables. The furnishings ranged wildly between the ornate and the comfortable. As the group sat at one of the smaller tables, Mami headed into the kitchen, returning a few minutes later with fresh cups of tea.

"I find that these kinds of things are often easier said over a cup of tea. Easier to keep a cool head, you know?" Mami explained, passing out the cups. She took a sip, savoring the taste. "Now then, where were we?"

* * *

"And their leader? What about him?" Homura asked. Their discussion had gone on longer than she had imagined, and currently Mami was describing the individual members of Organization XIII. All _twelve_ of them, as Homura had snidely pointed out when told that.

"Master Xemnas, the Superior of the In-Between." Mami's voice may have been steady and controlled, but Homura noticed the blonde's grip tighten around her cup. Hypatia looked away from the group, anxiety plain across her face. Homura couldn't get a read on Evelyne, however. The girl hid her emotions well. "His power is nothing, and no, not like that. The power of nothing, as in control over the non-existent."

Unpleasant memories of that first encounter came rushing back to Homura. "And when you say nothing, I take it that includes us as well?"

Mami nodded. "Nobodies and Puella Magi. Master Xemnas can assert control over both, and in our case, if he has a Soul Gem, that control is absolute. That's why he goes out to…"meet" newly contracted Puella Magi, instead of sending someone else."

 _To stop any of them from running._ Homura remembered that terrible sensation of her limbs locking up, and now she had a name to go with those piercing yellow eyes.

"What's this? _Another_ rookie, Tomoe?"

Everyone at the table turned to the door where the voice came from. A red outfit to match equally vibrant hair. A sardonic smirk that showed off pronounced canine teeth. Homura was hardly surprised at this point to see Kyoko Sakura as the red-head approached them.

"This is a private conversation, Kyoko, if you don't mind," Mami said sternly.

"Yeah, yeah, I'm not stopping your little _lecture_. I just want to see the newbie."

Hypatia stood up, staring Kyoko in the eye. "Maybe you didn't hear her. Move along."

Kyoko's smirk widened. "Those are some big words, Patty. Must be easy talking tough when you've got someone else to hide behind."

"Why you-!"

"That's enough, Kyoko!" Mami spoke with authority.

Kyoko glared at the blonde, but slowly started backing off. Before she turned away, however, she glanced at Homura and said one last thing. "You're not special, newbie. "Little Miss Mentor" here has given this same spiel to countless Puella Magi. You're no different, not to her."

"Kyoko, I'm warning you…" Mami uttered darkly.

With one last sneer, Kyoko heeded her words, turning away and headed off to the kitchen. Hypatia watched her intently until she was out of sight, then looked back at Homura apologetically.

"Don't take what that jerk says seriously. She gets on just about everyone's nerves."

"It's no big deal," replied Homura dismissively. "Now then, about this Xemnas…"

* * *

The four stopped on top of a roof. Below, Homura saw a bunch of black creatures prowling a wide street. With their twitching antennae, sharp claws, and beady, glowing yellow eyes, these things could almost pass for a Witch's familiars. However…

"I take it these are Heartless?" Homura asked.

"Shadows, to be precise. Amongst one the weaker varieties, but nonetheless dangerous to those unaccustomed." Evelyne stated, as if reciting the information from a book.

Although Mami had finished explanations, there was still one last thing for Homura to see; the enemy which, alongside Witches, Puella Magi spent their existence fighting. To do this, they needed to go deeper into the city, outside the "settled" area claimed by them. As they traveled, Homura got a sense of this city—this _world_ —she found herself in.

The buildings, especially those within their territory, glowed brightly and buzzed with activity under the night sky. It was like any other large city, except something felt…half-hearted, incomplete even. She couldn't describe how or why, but whatever life this city had seemed insincere, and the further out they went, the less convincing that illusion of life became.

"These will do perfectly," said Mami. "Remember: defeating them purifies your Soul Gem, if only a little. Nothing compared to a Grief Seed, but with this many, you should be able to maintain your magic while fighting them."

"You want me to fight them? Now?" Asked Homura.

"Yes, as many as you feel you can manage. Here, you can get used to your powers, and if things get out of hand, we'll jump in and make sure you don't get hurt."

Homura brushed her hair out behind her. "That won't be necessary. I know how to fight."

"Sure you can," Hypatia said with a twinge of sarcasm. "Just show us what you can do, alright? Teamwork is an important part of our work, and nobody likes being with someone they can't coordinate with."

 _Is this their attempt at subtlety? Pitiful._ Homura was sure she knew what this exercise was really about. Despite how they acted, anything they learned would be passed on to the Organization, and she was loathe to reveal her secrets, especially to those Nobodies. Unfortunately, simple refusal seemed out of the question for these girls.

"Fine." Homura would have to give in a little; show them just enough to satisfy them. Her shield clicked, and time froze. She leapt off the roof and faced the small horde. She took a bomb out from her shield and let the timer go, counting down until it just about ran out before releasing it and freezing in place. She repeated the process, bomb after bomb, until she was sure every Heartless in the area would be caught in the blast. Climbing back up the building, she resumed her spot as best she could, and returned to normal time flow.

Homura pointedly looked down at the Heartless, preparing for the ensuing explosion. In an instant, the ground below blew up, engulfed in fire. Heartless were snuffed out like the shadows they are, disappearing within the flames. The shockwaves were small and weak, but still enough to make Mami and Evelyne stumble a little. Hypatia remained steadfast, even if only in footing.

"What!?" Mami cried at nearly the exact same time as Hypatia said, "What the-?" The explosion caught them completely off guard, and the three watched as the once teeming street emptied in seconds.

"Is that enough for you? I don't see any more Heartless." _Keep it vague,_ Homura thought. Keep them guessing, and whatever ideas they come up with will certainly be the wrong ones.

"What…what was that? What kind of magic is that supposed to be!?" Hypatia asked, bewildered.

"You saw exactly what it was. I think we're done here."

Mami looked at Homura, displeasure plain on her face. Slowly, she sighed, but nodded. "…Fine. It's something, at least. It's impressive, admittedly, if dangerous, but there are those who can work with that." Resigned to let this be the end of their excursion, the four girls made their way back to the brighter part of the city, sitting beneath the gaze of the floating Castle That Never Was.

* * *

Evelyne marched through the castle's halls, papers in hand. While Mami had taken lead in inducting the newest Puella Magi and Hypatia added her thoughts here and there, she opted to remain silent for the most part and focus on observing. Although Mami and Hypatia contributed their viewpoints, the report she carried largely contained her own findings and thoughts, with enough detail such that Lord Zexion should be pleased.

Homura Akemi. She's an unusual one, even among Puella Magi. For someone newly contracted, she was way too calm. The ease at which she accepted certain information was...unsettling. One thing was for certain: Evelyne did not envy whatever life Homura had before contracting.

Her path took her outside, to a walkway winding about the perimeter of the castle. A black figure came into her view, one with short-cropped blonde hair and a matching goatee. Evelyne bowed her head as the Organization's number ten drew closer.

"Ahh, Evelyne." Luxord's flourished his hand in an elegant wave. "Off on official business, I take it?"

"Yes, sir," Evelyne meekly responded. No doubt he noticed the report.

"So who is it this time?" Luxord stroked his chin as a playful smirk spread across his face. "Some sensitive information for Saix? Or perhaps Demyx has been pushing off his work again?"

"N-no, sir." Evelyne hesitated, but knew Luxord would keep pushing until he got his answer. "It's…for Lord Zexion."

"Zexion?" Luxord's brows furrowed, the name uttered more to himself than to Evelyne. "He's been in a bit of a mood all day. What would he need your help for?" His mutterings grew quieter as he carefully scrutinized Evelyne, who didn't dare move and risk the gambler's ire. "…Not the field…so…pet project?...However…no…but perhaps...the dungeon? But what could—" He suddenly stopped, straightening himself and giving Evelyne a charming smile. "Why don't you give me that? I'll see that it gets to Zexion, and you'll be free to go about your own matters."

"But, Lord Zexion…he—"

"I'll make sure he knows it was from you. Should there be any repercussions, I'll take full responsibility. Of that, I assure you."

Evelyne stood silent, frozen in place. It wasn't like the information was classified, but still…

Luxord watched the girl, papers still tight in her grip. "I see," he slowly said. "You wont to part with it...not for free, anyway. In that case, what say you to a game? Knowledge for knowledge, winner take all."

Evelyne stiffened, knowing what happens when the Gambler of Fate truly wanted to win a game. Dejectedly, she bowed her head and offered up the papers. "There's no need for that, sir." He might as well have given her a direct order.

Luxord took the report, briefly skimming the front page before regarding Evelyne. "Thank you. I'll see that Zexion receives this post haste." He turned around, heading back the way he came. "And good day to you."

No longer under the eye of an Organization member, Evelyne sagged against the castle wall and let out a deep sigh.

 _This will probably come back to bite me,_ she worried, but unfortunately it was out of her hands. With no other reason to stay, she started making her way back out of the castle.

* * *

A/N: I realize this one was a bit of an exposition dump, but what can you do? Right now, we have two sides that thrive in acting mysterious and enigmatic, and when they run into something so completely unknown as each other, both sides freak out in their own way, scrambling to find whatever answers they can. Homura may have the edge right now, but how well will she be able to use that information?


	5. Chapter 4

Chapter 4

Homura sat atop the hotel roof, watching the mostly empty plaza below as she mulled over everything she learned within the last several hours. Magical Girls— _no, Puella Magi, apparently,_ Homura reminded herself, annoyed at the distinction. It wasn't that she was wrong, and nobody ever corrected her, but anytime she made that slip of the tongue, heads did turn and give her odd looks.

So much was different this time around, and yet as the situation grew clearer, Homura could not deny just how little had actually changed. It was like comparing a warrior to a soldier; there are differences, yes, but when brought down to their simplest terms, the two are nearly identical. The only real difference here is that Magical Girls ( _Puella Ma…forget it._ Homura gave up on correcting herself) have a higher power to answer to. Imposed servitude. Just the very idea was repulsive, and judging from some of the girls' reactions and looking at this "city", this place was certainly no paradise, but from what she heard, neither were they truly awful.

The duties of a Magical Girl remain unchanged, except here they have Organization XIII not only watching them, but assisting in their success, bringing order to what was a frantic affair. No longer are hunts competitive bouts of survival, but instead organized missions that enforce cooperation, as any obtained Grief Seeds are expected to be shared among those who fought. That kind of mentality wouldn't have been very efficient in other timelines, but this one was different—this one had Heartless. The fact that they too can cleanse Soul Gems, even if to a smaller degree, helps to dissuade fighting over Grief Seeds.

However, just because Magical Girls are forced to be allies did not make them all friends, as Kyoko had shown. No doubt she and Mami still had a history together that ended badly. And yet, despite the animosity, Kyoko held herself back. The fact that they even managed to reign _her_ in attested to the power the Organization had—the control, the influence, and the fear wielded by those Nobodies.

 _Grief Seeds aren't fought over, and feuds don't end in someone's death,_ Homura thought. It felt disgusting to admit, but in that regard, a Magical Girl's life might actually be better here than in any other timeline…like comparing a domesticated animal to a wild one. _How cursed we must truly be if_ this _is our ideal fate._

However, none of that mattered. Not to her. She had seen enough of this place. Kidnapping her was a nuisance. An open alliance with Kyubey was…shocking, but inconsequential in retrospect. No, above all else, there was one thing she could never forgive about this world.

They took her away from Madoka.

Normally that wouldn't be a problem, except Mitakihara City wasn't just some travelable distance away. Apparently her home was back on a whole other _planet_ , and that would only be the least of her problems. According to Mami, Organization XIII can track Magical Girls, so even if she somehow made it back, she'd never escape their gaze. If anything, she'd only drag Madoka under their radar as well, assuming she hadn't already, and if—no, _when_ Kyubey finally decides to pursue the pink-haired girl and form a contract, the Organization would prevent her from interfering. There'd be no stopping them, and Madoka would become a Magical Girl.

This timeline had barely begun, and Homura had already lost again. She stood up and readied to depart. This time was another failure—a colossal one that caught her completely unawares, but at least she wasn't leaving empty-handed. Thanks to Mami and those other two girls, Homura had learned much about Organization XIII. Now that she knew what to look for, they'll never take her by surprise again. Although, even with that knowledge, the only strategy she had right now should she meet them again was to stay far out of their way and immediately abandon the timeline. It was unfortunate, but hopefully all this Nobody business will just be an extreme irregularity, one that Homura wouldn't see again for a long time, or preferably never again. Even disregarding all the forces under his command, Xemnas alone was now her biggest obstacle and worst possibility, posing an even larger threat than that seer…

Homura activated her shield, pouring her magic into the enchanted mechanism. She braced herself, only to be met by an infuriatingly familiar sensation. Or rather, a lack of one.

Once again, her shield refused to click, gears locked firmly in place. In a panic, Homura quickly checked and confirmed she could still move just fine.

 _This isn't Xemnas. But then, what-?_

"Am I interrupting something?" A voice called out behind Homura. She spun around and found herself facing another Organization member. A blonde, short-haired one. Unfortunately she couldn't remember which one this was. "So, this is the esteemed Ms. Akemi, the newest Puella Magi that has all the upper echelons in an uproar. But where are my manners? The Organization's number ten, Luxord, at your service." The self-proclaimed nobody bowed, deep and elegant almost to the point of exaggeration.

"What's this about? Come to gawk at your newest slave?" _Luxord…Luxord…which one was that?_ Homura tried to recall what the others said, but the only thing that came to her was cards.

"Gawk, no. Well, not wholly anyway. As I said, I came to see what has the higher-ups running around in circles. And I must say I can certainly understand their hysteria now. After all, it's not every day we recruit a Puella Magi from a different time."

Homura's eyes narrowed as recognition came to her. Of course she had to run into the one member who could supposedly control time.

"Time? That's quite an assumption to make. What exactly gave you that crazy idea?"

"Call it a hunch, if you will. The others place value in facts and evidence, but I find that betting on intuition can sometimes reap even greater rewards."

"So you—?" Homura cut herself off. Of course the _Gambler_ of Fate would take a bet like that. The man had the confidence to wholly believe in his choices, and unfortunately for her, this one was exactly right, and they both knew it. Continuing to pretend otherwise would be pointless. "So, you're to blame for this?" She asked, gesturing to her shield.

Luxord nodded. "We can't just have you flit away to some other time. No matter where you came from, you are a Puella Magi and, therefore, ours. But don't worry, I have only confined you to this time, so your time traveling is the only thing you've lost. It wouldn't be fair to leave you completely defenseless."

"So in other words, if I want to leave, I have to go through you." Homura tentatively reached out to her shield again, and this time met no resistance as time around her halted. "That won't be a problem."

Luxord stood frozen in place, his blue eyes piercing into her. The stare was unsettling, and as she slowly moved around behind him, she could almost feel the gaze following her…but no, that couldn't be. Her eyes must be playing tricks, or maybe it was an awkward look caught by this frozen instance. She repressed the image, focusing her thoughts on the task at hand.

Homura pushed her hand behind her shield and pulled out a gun—an automatic rifle, this time. Luxord, she was told, did not use duplicates or illusions like some other members, instead opting to hide within his cards to confuse his opponent. She was sure that this Luxord was the real one—no tricks, but that wouldn't stop her from making absolutely sure that the next few seconds would be his last, and a few dozen bullets should guarantee that.

Homura stood a few feet away, directly behind Luxord, and unloaded her gun. Bullets flew out before quickly freezing in place, halting midflight towards his head, torso, and limbs. Anything and everything was aimed at until the magazine was empty. Satisfied, Homura took a few more steps back and prepared to watch the scene before her unfold.

"I suppose it's my turn now."

Homura stiffened as the voice suddenly rang out and Luxord's head turned toward her. With feet planted firmly in place, his upper body twisted this way and that, maneuvering himself as he placed card after card of varying sizes behind him to intercept the hail of bullets.

"But…how?" Homura stammered.

"Were you unaware? Time is my specialty, and not a second gets past me." Luxord snapped his fingers, and Homura felt her body lurch. Her shield grinded with a terrible noise as she found herself forced back into the normal time flow.

Bullets flew forward only to disappear within spinning cards. In no time at all her barrage was dismantled and the cards whirled into Luxord's hand, arranging and resizing themselves to form a tidy deck in his palm.

"Normally the punishment for assault is steep, but I'll let it slide this time," said Luxord, having now fully turned around. He briefly examined the cards and chuckled. "You had enough bullets to create an entirely new suite. This should make game night a little more enjoyable. For that, you have my thanks."

Homura glared at Luxord with a deep scowl, refusing to even respond. If looks could kill, her eyes would have succeeded where her gun failed. Luxord merely smiled, undeterred by the girl's hostility.

"I bet you're wondering: what happens now? The secret's out; the mystery is solved. The Organization can finally settle down and return to their old routines." Luxord let his words momentarily linger before slightly shaking his head. "Well, I'm not ready to return to the status quo just yet. Your arrival has brought some excitement to this dreary world, and I'll not squander it until I'm satisfied."

Stubbornness gave way to curiosity, but irritation remained regardless. "Do you honestly expect me to believe that you're going to keep this secret?"

"Oh, make no mistake: Organization XIII will know everything…in due time. Information is power, Ms. Akemi, but only when one knows how—and _when_ —to use it."

 _So you'll be holding this over me as long as you can._ Homura's grip on her gun tightened until her knuckles turned white.

"Well, I think I've taken enough of your time. I suspect you still have much to do before you're officially on the job." With complete nonchalance, Luxord walked away. With his back turned, it was all too tempting for Homura to take another shot. Bullets, explosives, even a sword through the gut—as much as she wanted to do something—anything—to wipe off the man's smug face and escape this timeline, she knew any attempt would end in vain. "I have a feeling you have much to bring to the table. I look forward to seeing how things play out." Darkness engulfed Luxord as he disappeared, leaving the now-trapped time traveler alone to seethe.

* * *

"…and that is the extent that they've gathered so far." Saix lowered the small stack of papers. While the report contained a few different handwritings, not one of them belonged to _him_. So then, Saix wondered, why did Zexion receive the Puella Magi's report from Luxord? He'll need to have a talk with the man about prying into others' affairs. Again.

"So, spatial manipulation, huh?" Xigbar toyed with the damaged gun Saix presented alongside the report. "Our bookworm's right about one thing: I'll be the judge of that. As if that'll make it any easier for us, though. I mean, what kind of wish leads to that kind of power? Not even teleportation, just free baggage space."

"Doubtless she is hiding more than we've seen," said Xemnas. "This is not some innocent girl thrust into the struggle, but one who knows the fight, and knows it well."

"Maybe, _if_ she actually was a fighter."

Xemnas stared down at the Freeshooter. "Oh? Something you'd like to share?"

"We found records of a Homura Akemi within one of the city's hospitals. This girl apparently spent years there bedridden before finally being released. The funny thing is, the day she left is the same day that our little Magi showed up."

"And yet the girl we received was neither sickly nor weak, both in physicality and demeanor. Keep searching Xigbar, and see what else you can find."

"If I may?" Saix waited for Xemnas's permission to speak freely. "Why are we going to such lengths for this one girl? True, the Incubator have botched this contract, but aren't we taking this a bit too far? We're using a lot of resources just to basically satisfy our curiosity. Why is it so important that we know what her wish was? Does it really matter when she's already in our possession?"

"That report…remind me: was there any mention of her Soul Gem?"

Saix blinked, caught off-guard by the change in topic. "…No, there wasn't. Is there something about it we should know?"

"So he didn't notice…" Xemnas mused, leaning back in his throne. "While I did say that time would give us answers, there is still information that we can gather now, and the sooner we obtain it the better. We know very little about Homura Akemi; her wish, her potential, her personality—nothing. Until we fully understand, she could hold any number of surprises that may leave us vulnerable."

"Do you really think a single Puella Magi could be a danger to Organization XIII?"

"To us or herself, it has yet to be seen. Although, it is your duty to make sure the chance never arises, am I not mistaken?"

Saix bowed his head. "I shall keep a close eye on her and watch for anything unusual."

"As if there's anything 'usual' about us to begin with." Xigbar smirked, earning only a stern glare from the Luna Diviner in response.

* * *

For the umpteenth time, Homura attempted to activate her shield, and for the umpteenth time, the mechanism necessary to time travel refused to budge. The white symbol that she had come to learn as the Nobody's sigil lay plastered over the shield's centerpiece. She didn't notice it until after Luxord left, but this had to be how the man chained her to this time. She had been inside the room given to her by the other Magical Girls trying everything she could think of to remove the sigil, but to no avail. For what felt like hours she kept at it, although with no clock and no change to the dark sky it was difficult to keep track of time. Even after exhaustion began to sink in, Homura refused to relent, continuing her attempts between bouts of uneasy rest. But no matter what the mark remained, taunting her.

A sudden knock came from the door. With an irritated sigh, Homura walked over and opened it. Out in the hall stood an unfamiliar Magical Girl. Her brown hair was pulled back in a loose ponytail with a few locks sticking out where her hair parted. She wore a short sleeveless white dress—pale enough to possibly pass as a light grey—that parted in the front at her hips, slightly revealing a shorter sand-colored petticoat beneath. Long gloves covered her arms and a disconnected collar was neatly fashioned around her neck, both light in color to match her dress, and nestled within the latter sat a purple gem, its hue much lighter than Homura's.

"Hi there. You're Homura, I take it?"

"Can I help you?" Homura replied.

The girl giggled. "Other way around, actually. I'm here to help you…er, the name's Cerise, by the way. Your first mission's been arranged and I'll be your partner to make sure everything goes smoothly."

"I don't recall ever agreeing to such a thing."

"Consider it a helping hand for you to get the hang of things around here. There's a lot to missions that a first-timer might not pick up on."

Homura suppressed a sigh. That constant smile and upbeat attitude; she knew that kind of character, and without a convincing excuse, she wouldn't be easily rid of the girl. Pushing her away would only make her cling more, until she had no choice but to give in.

"…Where do we have to go?" Homura hesitantly asked.

"Well," Cerise let out a weak laugh. "I don't quite know myself. Lord Saix'll brief us on the details."

Homura stared incredulously, unable to hold back the groan this time as she audibly exhaled.

 _What have I gotten myself into?_

"Whatever. Just…lead the way." Whatever this girl may drag her into, it couldn't be worse than uselessly mulling about in the sparse room. From what Homura remembered, a mission would at least get her out of this city.

The two girls began making their way out of the hotel and made their way to the castle. Homura took careful note of their path, committing as much as she could to memory, especially once their path within the floating fortress began to diverge from her previous trek. Cerise occasionally tried to strike up a conversation, but Homura said barely a few words each time.

After one last corridor, Cerise and Homura emerged into a grey room. A few of the black-clad Nobodies lounged on the drab couches scattered about the room, and while there were a few Magical Girls here and there with them, the atmosphere was much quieter, nothing like the hotel or the skyscraper.

Saix stood in the back of the room, facing a small desk against the large glass wall. He turned as the two approached him.

"Ah, there you are Cerise. And Homura, at last we meet." A couple heads turned after Saix spoke, glancing at Homura before turning their attention back to their own business.

Homura remained silent, but was mildly surprised that Cerise was too. The brunette seemed a little tense as well, she noted.

"As you may already know, this mission is a simple hunt." Saix handed Cerise a file. "Eliminate some Heartless and report back here. There is no quota for this one; destroy as much or as few as you see fit. Think of this as a training exercise and fight until you are satisfied. After all, we would hate to see our newest Puella Magi perish because she could not adequately defend herself."

Saix raised his hand, summoning a dark portal and turning his attention back to his work. Cerise bent in a slight bow before walking into the darkness, and though reluctant, Homura followed after her.

* * *

Light. Bright, blinding light. As soon as Homura emerged from the darkness, her eyes were assailed. After spending hours—if not days—in the Organization's world, the sunny blue sky was a stark contrast. At least they were in an alley, so she could stare down at the shadows while her eyes adjusted.

Immediately she went to activate her shield, not needing sight to do that. However, she was again met with the same resistance. Even in a whole other world, that damned Luxord kept her from escaping. It truly seemed like the only way she was going to leave was to somehow kill him.

"You alright there?" She heard Cerise say, sounding a little disoriented herself. "Ugh…first rule of portals: make sure you land somewhere dark. Keeps you out of the local's sights and helps to avoid… _this_ as much as possible."

It didn't take long for the light to settle and Homura to see more than just some bleary shapes, but what she saw was not what she expected. The ground was nothing but cobblestone, and following it out of the alley led to streets built in the same manner. The buildings looked incredibly rustic and small with most barely peaking over two stories. Walking forward to get a better look outside the alley, Homura caught a few glimpses of the people as they passed by. The first word that came to her mind was simple. Simple colors, simple designs. The people here seemed to dress more for functionality than fashion, and…was that a horse-drawn carriage she just saw?

The concept of parallel universes wasn't new to Homura, but those had always been in a "same but slightly different" sort of way. This was completely different, looking like something straight out of a storybook or the far past. These numerous worlds, she recalled Mami telling her, were more like alternate realities where life had evolved differently, sometimes diverging radically to where a world's inhabitants aren't even human. Apparently that one girl—Hypatia, Homura briefly struggled remembering the name—came from a world straight out of Grecian myths, and her hometown sat underneath the shadow of a mountain where supposedly gods live.

"It's a little overwhelming, isn't it?" Cerise asked, pulling Homura away from her thoughts. "And there are other worlds with cities even larger than this. If I hadn't seen them myself, I never could've imagined so many people this close together."

Cerise pulled out the file and looked through its contents. "Hmm…looks like the largest Heartless infestation is at the graveyard. Not surprising, I suppose. There's also a spot along the west river that's closer. Hope you don't mind getting a little wet."

With no objections, Homura followed after Cerise and the two navigated through the city streets. However as time went on Cerise began looking more and more uneasy, her eyes darting to Homura with increasing frequency.

"Perhaps you should change," She whispered hesitantly.

"Is something bothering you?"

Cerise's hands shot up defensively. "Not me, but…your clothes are, uh, attracting attention."

Unfortunately Homura couldn't deny her words. Paying closer attention to the passersby she could see the stares aimed at her: some nonchalant, some awed, or maybe just puzzled, but many looked disapproving.

"It's not your fault or anything," Cerise continued. "This world just has certain…expectations."

"You mean I'm wearing the wrong thing." It wasn't a question, but an observation. Every woman Homura had seen was wearing a dress, and not a single one went above the knees, unlike her skirt. Even Cerise's attire followed that trend, if only just.

"Well…yes," Cerise sighed. "A little bit of…" She glanced about to make sure no one was listening. " _you-know-what_ can quickly fix that. Or we could stick to the back-roads. Less people that way."

"That won't be necessary." Homura flipped her hair out behind her. "People tend to look, but rarely act."

"All right, if you insist. Just keep that in mind when you're in different worlds. I got used to the different outfits, but my home is like this city in that sense, and...we have stories. Girls with short hair or show too much skin are said to be outsiders, heretics who disrupt order and twist minds. Witches."

Homura glanced over, watching a solemn expression grow on Cerise's face. "I guess that story wasn't completely untrue."

The two walked in silence, navigating the city until the street suddenly gave way to a large square. Without the buildings to block their view, a massive structure made itself known. Homura's eyes widened. Although she had only seen it through pictures, she immediately recognized the grand cathedral of Notre Dame.

"Cerise?" Homura slowly asked. "This…is a different world, right?" There was no way this could really be the past, could it?

Cerise looked at her oddly. "…Yes? I thought you already knew that."

"This place, what's it called?"

Cerise brought a hand up to her chin. "Well, the locals might call it something else, but we refer to it as La Cité des Cloches. Although some prefer to say-"

"The City of Bells."

High above, the towers began to resound with the ringing of said bells.

* * *

A boy awakes on a grassy patch of earth. Slowly, he gets up, not quite sure how he got here, or even where _here_ is. A gate separates him from a decrepit building, stranding him in the small clearing. Before he can even gain his bearings, a dark rift suddenly appears in front of him. A figure in a black coat steps out of it…

* * *

A/N: How do you get Homura invested in something other than Madoka? Answer: you can't. You have to chain her down and make the problem her own before she'll even begin to care.

Ah, Luxord. You had so little screen time in the games that outside of a single gimmick you don't really represent your element much. Since that's not going to be the case here, seeing as a time manipulator would be a thorn in Homura's side, I'm going to get a bit creative with his powers.


	6. Chapter 5

**Puella Magi Contract Registry**

 **Name:** Homura Akemi

 **Weapon** : Shield, utilizes firearms to attack

 **Power:** Spatial Manipulation (unconfirmed), Pyromancy (unconfirmed)

 **Home world:** Earth γ—Mitakihara City

Wish unknown. The Incubators do not recall contracting her. Magical capabilities unknown. Historical records are scarce. May have spent numerous years hospitalized due to heart condition. More data needed.

 **Additional notes: _**

Chapter 5

The induction of the Organization's thirteenth member caused quite a stir in the World That Never Was. Many of the Organization members, despite lacking the capacity, seemed almost ecstatic with the young blonde. Meanwhile the Puella Magi, while not quite sharing their superiors' false excitement, were nonetheless just as restless. Whispers and rumors began circulating.

What would happen now that Organization XIII truly was thirteen? Some felt that the newest member marked the beginning of a major shift; that everything up until now was leading to this moment and the Organization could now begin working towards its true goal, whatever that was. Others suspected the thirteenth Nobody was the final piece the Organization needed before they could spring into action against the darkness that has been consuming world after world. Such optimism was often countered, arguing that they may just as well usurp the darkness and rule the worlds through the combined might of Heartless, Nobody and Puella Magi. A few weren't joking when they suggested the last bit.

Speculation arose about the potential of future members. Could there be a fourteenth member and more, or would the Organization staunchly remain at their number? Already bets were being placed trying to predict the future, and Munny wasn't the only thing anted up. Materials, crystals, an odd favor, and even the occasional Grief Seed were wagered.

Of course, not everyone was quite so accepting. Age was always a bit tricky with Nobodies, but the new initiate looked young. Teenage young. "Prime candidacy for contracting" young. Some of the more vindictive complained that if he had been a girl, it would have been Kyubey who found him instead of Xemnas.

And then there were those who didn't care in the slightest. To Homura, Roxas was nothing more than another accursed Nobody; one more face to try and forget once she escaped from this time. Besides, she had other matters to dwell on besides the Nobody. Her mission with Cerise yesterday (or whatever approximation she could make in this seemingly timeless place) was, for the most part, unremarkable. They found some Shadows, fought some Shadows, and left once Homura finally managed to convince Cerise she had enough "practice", all while the brunette kept giving so-called tips, one after another. Nothing she said was new to Homura. The reasons were sometimes different, but the actual "rules" were something any Magical Girl with a shred of logic could figure out, new or not. She eventually just learned to ignore her completely, and would have called the whole ordeal a waste of time had she not stumbled into something unexpected at the last moment…

* * *

 _"That's the last one," Homura said, sheathing a suppressed gun. She looked sternly at the stubborn girl. "We're done here."_

 _Cerise looked unconvinced. "Hmm, I don't know. Are you sure you've thoroughly used your powers? You are indeed skilled with that…weapon, but if just shooting them isn't enough, do you have any other strategies to use?"_

 _"I have all I need, unless you're suggesting we go to the graveyard. Remind me: wasn't that all the way on the_ other _side of the city?" And here she thought Mami could be overbearing at times, but at least she knew when to back off. This girl was something else entirely, and Homura's patience was wearing thin. "As much or as few as we see fit, remember? I say we've done more than enough. How much longer will you keep this going?"_

 _Her words must have finally taken hold as Cerise's expression slowly wavered. Her face scrunched up in contemplation until eventually she shook her head and let out a loud sigh._

"… _Fine. Back to the castle it is," Cerise said reluctantly. "You can do the honors and send us back."_

 _Homura blinked. In her desire to leave, she hadn't considered how they actually go about it. The Organization wouldn't just abandon them with no way back, right?_

"… _How?"_

" _With a Corridor of Darkness. Remember the thing Saix sent us through? Since you know where we want to go, just think about that room and focus your magic on creating a path to it."_

" _Why that room specifically?" Homura assumed they were referring to the Nobody lounge area they left from._

" _Organization policy. The Grey Area is the only place we can warp out of and into the world. We also need to report back to Saix."_

 _A Corridor of Darkness? Teleportation never was part of Homura's repertoire, despite what she'd have some believe, but with magic, could she say that for sure? She had never actively tried teleporting before, so who was to say she couldn't? Perhaps she was being too optimistic, but this kind of ability could be incredibly useful. Remembering what Saix did, she held out her hand, heeding Cerise's instructions and channeling her magic while holding an image of that room in her mind._

 _A minute passed…_

… _Two minutes. Homura's eyes narrowed as she focused harder._

… _A few more minutes. Nothing._

 _A small sound escaped from Cerise. "…H-hey, don't worry about it, all right? Sometimes…these things take a while to figure out," she assured, but the way she spoke insinuated something was quite wrong._

* * *

Eventually Cerise had created a portal for them to return through. Homura only half-remembered the events that came after, having been absorbed in her own thoughts. The Organization freely used these corridors, and Cerise had created one so effortlessly. It stood to reason the other Magical Girls could do the same as well, so why not her? The simplest answer to come to mind was that she didn't belong in this time. She had wondered if there were differences between these so-called "Puella Magi" and Magical Girls in other times; perhaps this was one of those distinctions.

"Mind if I join you?" A voice brought Homura out of her rumination. Taking a seat across the small table Homura secluded herself in, Mami sat down with cup in hand. "I heard you took on your first assignment?"

Homura nodded, ending the conversation before it began. What else could she say when one wrong word would be relayed back to the Organization? The silence stretched on. Although she slowly grew uncomfortable with each passing minute, Mami held her tongue and opted to focus on her drink. For that, Homura was grateful to the older girl, but eventually the awkward silence became too much for even her to bear.

"There's still a lot I don't know about this place," she outwardly thought.

Mami smiled. "I know the feeling. It _is_ a lot to take in, but nobody is expecting you to grasp it all at once. Give it some time, and you'll get used to life here. The Organization can be intimidating, but it's not as bad as you might think."

Homura rose from her seat. "I seriously doubt that," she muttered to herself. There was no way she would "get used" to living here and had no plans to do so. She turned to leave.

 _"Homura Akemi…"_

She froze as a voice sounded in her head. Except, "voice" wasn't the right way to describe it. This wasn't the same as telepathy, but more like a message imprinting itself in her mind. Mami must have heard it too as her gaze darted about the room.

A white Dusk was slithering through the room and towards them. As it neared, the lesser Nobody straightened out, standing on two of its limb-like tendrils.

 _"Homura Akemi…Master Saix requires your presence…"_

"What does he want now?" Homura demanded.

 _"…Master Saix requires your presence…"_ The Dusk slowly repeated, refusing to—or perhaps unable to—expound.

"He must have an assignment for you," said Mami.

"Another mission? Whatever happened to the "voluntary effort" you mentioned?"

"Yes, well…sometimes Lord Saix will assign us to a particular mission instead of waiting for someone to accept, although he only really does that when it's a matter of urgency."

"And I just happen to be the lucky pick?" Homura couldn't keep the sarcasm out of her voice. Unfortunately, she doubted she could avoid this. If she wanted to avoid any more unnecessary attention, she'd have to answer the summons.

 _Play along, and keep your head low,_ she thought to herself. _At least until the time is right._

However, there was one thing she needed to get rid of. The Dusk still stood there, facing her with an eyeless gaze.

"Tell Saix that I'm on my way," she commanded. To her relief, the Dusk obliged, quickly slithering out back whence it came. No way was she going follow that _thing_ , not when she could get there herself.

As she made her way to the door, Homura heard Mami say behind her "Good luck out there."

* * *

"There you are. Good. Xigbar has requested your aid."

A quick glance around the room showed no sign of the aforementioned Nobody. The look Homura gave Saix was questioning and slightly condescending.

"He already left for the field," Saix said in response, words laced with disapproval. "So then, once you meet up with Xigbar, you are to help in eliminating some Heartless."

Homura brushed her hair back. "I didn't think Nobodies allowed themselves to deal with…mundane matters."

"Every tool has its use," Saix retorted. "These are Emblem Heartless you'll be fighting. Unlike Purebloods, these Heartless cannot absorb any of your Soul Gem's impurities, so keep an eye on your magic." Once again, Saix created a Corridor of Darkness. "The Heartless in question were last sighted near the train station. You'll do well to search for them and Xigbar there first."

* * *

The portal deposited Homura within some sort of tunnel system. Thankfully, the low lighting didn't blind her like before. All around her were crisscrossing paths with the occasional sign pointing in a direction with nothing but a number. Weaving her way through the maze, Homura found a few would-be exits, gated and closed off, before finally escaping into a back alley. With no one around to watch, Homura climbed up to the top of the buildings. If she was to find the train station, she would need a good vantage point.

The vibrant twilit sky reflected against the sloped town, painting it in shades of laid-back oranges and yellows. The unusual layout gave Homura a clear view of the city below her. Breaks between buildings suggested major streets, with larger gaps scattered throughout; one in particular she could practically hear the hustle and bustle marking a major commerce area. Nothing below quite stood out as a train station, but above her, though slightly obfuscated, was an ornate clock tower. The way it stood out amidst the town suggested some significance, perhaps as a central figure meant to draw in tourists. In a place like that, no one would bat an eye if someone slipped in and played the lost visitor asking for directions. With her decision made, Homura leapt across rooftops to her destination. As she neared the tower, she caught sight of a black mass huddled over the corner of a building.

"About time you showed up," said Xigbar, lowering his sniper rifle. "I was starting to get bored of waiting, but now the fun can begin." He motioned to the plaza below, sitting just outside the clock tower—and apparently train station as Homura read the sign.

Countless small creatures quickly darted about with green armor clattering with every step. Large silver claws adorned their hands and glimpses of a black and red symbol could be seen whenever one of them briefly rested. A number of them were clustered together around some unseen object as wisps of black rose to the sky.

"What is that?" Homura strained her eyes to try to catch even a glimpse behind the huddled Heartless.

Xigbar chuckled. "Bad timing. Bad luck. Whatever you want to call it. Personally, I prefer 'bait'."

Homura glared at the Freeshooter. "You just sat back and watched someone get killed?"

"Well, if it's any consolation, they didn't _die_ , per say." Homura's eyes narrowed, but Xigbar remained unfazed. "Oh come on, don't be like that. If you're going to be angry, then be angry at yourself. If you hadn't taken your sweet time getting here, we wouldn't've needed something to keep these guys in place."

"You're saying this is my fault!?" Homura asked incredulously.

"And I forgive you. Everyone makes mistakes. Now then, let's get down to business. If I recall, you use these, don't you?" Rummaging through his pockets, Xigbar pulled out a damaged gun. "From up here, those Heartless can't do anything. No mess, no worries. Just point, shoot, and watch them squirm. Just the way I like it."

"Between you and the Heartless, I can't tell who the bigger monster here is."

Xigbar rolled his eye. "Is that supposed to hurt? As if. Can't feel bad when you can't feel at all, remember? Besides, as if _you're_ one to talk." He focused back on his weapon, lining up his shot. "Now come on! Grab a gun, get yourself ready, and we can get this started."

With an irritated click of the tongue, Homura brought out her own rifle. In that moment, she felt the familiar temptation of a gun in hand and a Nobody's back. It would be— _should_ be—so easy just to end him here, but it wasn't. This was the second time now, and she wondered: the trust the Organization had in not getting shot in the back, was it actually placed in the Puella Magi they command, or just in their own abilities? Even after these last few days, she still didn't know what an Organization member was truly capable of. Grudgingly, she resisted the urge and positioned herself next to Xigbar.

"Alright, on the count of three, shoot to kill…er, eliminate…whatever—you get the idea. One…two…three!"

The two unloaded their guns, taking out Heartless after Heartless. While the bolts Xigbar shot didn't match Homura's suppressed bullets in terms of speed, what they lacked was made up for by their maneuverability, arcing and curving away from the expected trajectory in order to make what would otherwise be a missed shot. A sadistic grin spread across Xigbar's face with each shot, but for Homura, the only consolation she could find was imagining the face of a Nobody underneath the helms of each Heartless, and of course the most prominent face that came to mind was Luxord's. The false taste of freedom that briefly came with each destroyed Heartless gave her some small bit of satisfaction, however hollow and pitiful it may be.

As the shots came down, it was like Xigbar said, and the small soldier Heartless could do nothing but frantically run around in panic. While more came from out of the darkness to replace the fallen, the reinforcements didn't last long, and soon enough the combined hail of bullets and bolts gave way to a quiet plaza. All that remained were a few small glittering objects littering the ground.

"Alright, mission complete." With a twist, Xigbar pulled apart his rifle, turning it into two smaller guns. He rose from his perch and stretched. "That puts me at twenty-two, not including the ones that had to be put down before your arrival." He looked over at Homura, who was silently putting away her gun. "Uh, hello? What about you?"

"What _about_ me?" Homura sighed.

"How many did you get?"

"Since when was this a competition?"

Xigbar scoffed. "When it's between two marksmen, it's always a competition. So…?" Homura turned away, refusing to respond. "Tsk…kill the mood, why don't you? Alright, Killjoy, let's get our spoils." The air around him shimmered, and Xigbar warped down to the plaza.

Homura followed him, dropping down off the roof. She examined the closest of the small golden objects, vaguely remembering seeing something similar in the City of Bells. The Shadows had left these behind as well, though not as much, and each time Cerise had gone out of her way to collect them, momentarily leaving Homura alone to fight. Even then, the Heartless were no threat, but it was annoying having her so-called "partner" run off at the first sight of…could this even be called treasure?

"This isn't…gold, is it?" she asked, seeing Xigbar picking up the stuff as well.

"Not quite, but it might as well be." Xigbar let out a small chuckle. "Munny, The universal currency, accepted by anyone and everyone, even if they don't know it." Having stored way a small handful, he dusted off his hands. "Well, I'd say that's enough for me. You can have the rest, including the other goodies. Don't care much for synthesis myself."

"Synthesis?" Two crystals sat amongst the Munny, giving off a small and gentle—but still unusual—aura. Homura gingerly picked them up, wary of any traps.

"Look, I don't care enough to know the details. If you don't know it yet, go talk to the Moogle, whatever its name is."

Moogle? Homura was about to ask, but stopped herself. She really should be asking the other Magical Girls about this. Sure, she risked her words being relayed to the Organization, but better that than admitting her ignorance to one of the Nobodies themselves. She tucked the remaining Munny and the two crystals within her shield.

With a flick of his wrist, Xigbar summoned a Corridor of Darkness. "I suppose that takes care of everything. Shall we?" Without another word, the two stepped into the darkness and departed from the twilit town.

* * *

Synthesis, the advanced art of creation and matter manipulation. Within every object lies an essence that synthesis can tap into and use to influence the properties of the final product. Some essences are stronger than others, with the most potent found in crystals—raw and pure—and there are numerous different essences that affect any and every aspect of an object.

Blaze to mold. Frost to hold. Lightning to tighten, and bright to enlighten. These are but the basics of synthesis. With the right combination and quantity of essences, one can create most anything, from magical artifacts to mundane knick-knacks.

However, as wondrous as it may be, the art of synthesis lies outside the capabilities of humans, or any species for that matter. The sole exception—the only ones to unravel and master the craft were the Moogles, a mercantile race who then sought to use their talent for profit. Their business boomed as they spread themselves across countless worlds, offering their services of synthesis and—unbeknownst to most customers—intergalactic trade. The Moogle's reach even extended to the borders of reality, within the thin crevasse that separates light and dark. Even in a world of nothing, the Moogles managed to set up shop within Memory's Skyscraper. Here, Nobodies and Puella Magi can access the larger world while still being secluded. Here, with the right material or enough Munny, customers can acquire nearly anything they need and make their lives in this dark world a little brighter.

And it was here, in Stiltzkin's Moogle Shop, where Homura stared at the strange creature floating behind the counter. The small white _thing_ was definitely unusual, especially with its giant red bauble that she could not see any use for. She might have called it cute, except the tiny black coat it wore left a bad taste in her mouth.

"Hmm…" The Moogle, Stiltzkin, looked over the two crystals and bits of Munny Homura had laid out. "Sorry, kupo. I can't make anything out of just these, but I can hold onto them and create a private account for you, kupo. You can store as much as you want knowing that you, and only you, kupo, will have access to it. Moogle guarantee and absolutely free, kupo!"

"…Fine," Homura replied as she removed the rest of the Munny from her shield. She wasn't at all concerned about the items; they would only serve to be less than useless if they came with her into another time.

"Great! Now then, kupo…" Stiltzkin disappeared into the room behind him, coming back out moments later with a small lock-box. He gathered up the materials and Munny and deposited them into the box. Despite its size, the box ate up everything with no effort, likely due to some magical enchantment, or so Homura suspected. Stiltzkin then began writing some of Homura's basic information. "Those shards are a decent find, kupo, but they're not from what your kind usually fights. If you don't mind my asking, what were you doing, kupo?"

"Xigbar apparently needed someone to play shooting gallery with him."

"Ah, the initiation. I get it, kupo."

Homura looked at Stiltzkin suspiciously. "What initiation?"

"You're new here, are you not, kupo? Well, it might be hard to tell with the excitement over the new coat-wearer, but very little happens in this world, kupo. About the only real change here are you magi, kupo, always coming and going. Whenever a new magi is brought in, some of the coat-wearers like to take them out on their missions and get a taste of the new meat for themselves, kupo."

"Tch…Sounds like a bunch of children clamoring over a new toy."

"Perhaps, kupo." Stiltzkin took the finished label and placed it on the lockbox. "I don't know how far along you are, kupo, but you can expect to keep going for a while, day after day, until each coat-wearer has had their turn with you before things settle again, at least until the next magi comes along, kupo. Who knows, you may even become someone's favorite, kupo."

Homura rolled her eyes. "I can't imagine anything worse."

Suddenly, the lobby grew louder, drawing Homura's attention. Girls began crowding around as another stepped out of the teleporter. If Mami's arrival was bad, then this cluster was downright hectic. Homura could barely even make out the center of all the attention, only able to notice a head of blonde hair that flowed down and bits of purple clothing.

"She's finally back, it seems, kupo," said Stiltzkin. "Heh, you always know when Rapunzel's back from mission."

"Rapunzel?" Homura raised an eyebrow. "As in the fairy tale princess?"

"What's a fairy tale in one world is often reality in another, kupo. I can name a few worlds where my kind are mere myths, and I bet somewhere out there, there's even a story about you, kupo."

"I bet it's not a happy story, then." Homura tried to get another look at the supposed princess, but didn't have much success, although she could have sworn she saw Cerise struggling to keep at the girl's side. "With that large a crowd, she must be popular."

"Oh, definitely, kupo. Rapunzel is the strongest magi the coat-wearers currently have, and has been around the longest out of any magi here, kupo. She'll say she's not a princess, but the others look up to her as a leader, and boy, does she fit the role well, kupo. If you have any troubles, you can go to her no problem, kupo, although…hmm, maybe not with that crowd right now, kupo."

"I'll keep that in mind. So, are we about done here?"

"Ah, oh yes, kupo!" Stiltzkin grabbed the lockbox. "A pleasure doing business with you, kupo! Come back anytime! For now though, I'd suggest preparing for tomorrow, kupo. No doubt you'll be recruited for another coat-wearer's mission soon."

* * *

The Moogle was not wrong, as the next day Homura was once again summoned to the Grey Area wherein a large, hulking man awaited her with Saix. Her mission: assist the Organization's Taciturn Stalwart in replenishing their supply of materials by hunting down specific breeds of Heartless. They were given a list of materials and corresponding Heartless and sent on their way.

The portal once again brought Homura to Twilight Town. Upon arrival, she expected some remark from the Nobody, but surprisingly, nothing of the sort occurred. Instead, Lexaeus was diligently studying the lists, and when he looked up at Homura, he said only a scant few words.

"This way." He led her silently through the town toward wherever his destination lay. After the noisy partners from previously, the silence between the two of them was a stark contrast; strange, but not unwelcome. They descended into the underground tunnels when suddenly: "Dire Plants are stationary but can fight both close and long range. Focus your attacks and keep an eye on the ground below you."

"…What?" Homura stammered.

"Our target. Be on guard." An iron gate barred their way. Lexaeus crouched and, with incredible strength, tore the locks from their grooves and lifted the gate. They continued until the tunnel opened up and water echoed around the corners of the chamber. Numerous plant-like monsters littered the ground, and immediately each and every head turned to observe the two invaders.

Summoning his weapon, Lexaeus rushed into battle, cleaving apart Heartless with each swing of his axe sword. Homura stayed behind, shooting from afar, avoiding the occasional seed barrage or protruding root aimed her way. However, though she fought, her attacks paled in comparison to the indomitable force of Lexaeus's swings, leading her to wonder why someone like that would need assistance.

As the last Heartless fell, they gathered up the spoils and continued on to Lexaeus' next destination. A pattern quickly began to form: Lexaeus would lead, give a little information on their targets, fight, collect, and repeat.

"Scarlet Tangos, like most bell mages, are mobile and cast magic from afar. However, their flames are slow and easy to dodge. If you keep your calm, they are little threat."

"Bombs are generally weak Heartless that primarily thrash their heads to attack. However, if you start hearing them tick, either finish them quickly or get out of their way, as their explosions are small, but powerful."

"Watchers float above the ground and shoot beams of energy. While they're usually quite agile, they are locked in place while shooting. Keep light on your feet, and you'll have your chance to strike."

Outside of that, Lexaeus kept quiet, and as the mission dragged on, Homura grew increasingly appreciative of that fact. No sarcasm, no condescending banter, just what needs to be said and little else. As they cleared out the last mob, she found that she could actually tolerate him.

"This will do," said Lexaeus as he analyzed the gathered materials. "You did well today. Here." He took some of the excess crystals and offered it along with a familiar black object.

"A Grief Seed?"

Lexaeus nodded. "We spent longer here than expected, and you've fought nothing but Emblem Heartless both here and yesterday. I also know that other members will want to test you, so it will be a while before you can hunt again. This should tide you over a while longer, hopefully until that time comes."

A blackened Soul Gem was the least of her worries, but Homura took the items anyway. Another seed in her already substantial collection was at least one less hunt later on.

"…Thanks," she hesitantly said.

"None needed. This is payment, not gratitude." Lexaeus opened a portal as they prepared to return.

* * *

She should have suspected something was off the next day when, upon arriving once more to the Grey Area, Saix did not send her through a portal, but instead under escort to another part of the castle. Apparently, Vexen needed assistance, but what kind, Saix didn't say. Upon reaching the lab, Homura entered, leaving the Dusk behind.

"You'd better have a good reason for interrupting my work!" Vexen didn't even look up as he spoke.

"You called me here, remember?"

Slowly, the scientist turned his head and scrutinized her with a scowl. After a moment, he spoke. "Well then, you sure took your time, didn't you? A proper Puella Magi should not keep her superiors waiting."

Homura crossed her arms. "The summons didn't say where I had to go, and even if it did, I didn't know where this room was."

"Petty excuses of an incompetent child!" Vexen leaned back over his table. "But attempting to correct your mistakes would be a waste of time. So, to business." He pointed to a notebook and pen. "As my temporary assistant, you'll need this."

Homura leafed through a few pages. "What am I supposed to do?"

"Take _notes_ , of course," Vexen angrily sighed. "Let me explain in a way that even your tiny mind will comprehend: my experiments require much of my attention. As I work, there come times when I need to record what's happening, but because I must focus on my work, I cannot write it down, and even one as brilliant as I would rather trust the certainty of writing than the potential fallacies that lie within memories. As my temporary assistant, I will relay any such information that must be recorded, and trust that you will accurately write it down."

"Seriously? That's it?" Homura stared exasperated. "You could do with a voice recorder, not an assistant."

"Believe me, I'd much rather have my actual assistant here as well, but you'll have to do for now, and even then, I can only trust you with note taking." Vexen pinched the bridge of his nose and muttered: "Damn that Samantha and her accursed timing. We're getting so close, and now this happens. Why couldn't she have just waited until after we've finished to go witch hunting?"

With another sigh, he returned to his work, occasionally barking something for Homura to write. He watched over various substances, making comments too quiet to hear. Frequently, he would glance at a large tank filled with a green liquid. For a while, Homura just stood and observed, having not written anything for some time, until suddenly: "Girl. Blood sample."

Homura blinked "Excuse me?"

"Ugh, fine. I'll do it myself. Lend me your arm."

"Are you insane!?" Homura backed away the Nobody…or at least tried to. Her legs refused to budge, and when she looked down, she saw ice encasing her feet, gluing her to the ground.

"Do not question me," Vexen said as he pulled out a syringe. He reached for her right arm, and in her state, Homura could only delay him before he finally grabbed it. Lifting her sleeve, he quickly disinfected a small patch of skin before inserting the needle. In moments the tube was filled with her blood. He pulled out the syringe, and after gently putting it on the table, he began bandaging the wound.

"You don't need to do that," said Homura sharply, still furious as she watched him wrap the bandage with surprising delicacy and deftness.

"I am well aware, but only a fool needlessly deviates from procedure." With the binding in place, he put the materials away, dissipated the ice, and focused on the syringe. He transferred the blood into a more suitable vial and began running samples through various machines. However, with each test, Vexen looked a little more dejected. "Another negative," he outwardly mused after the last test. "No difference from the others. The potential of their use is becoming very low…hmm, at this rate…girl. Notes."

Homura grudgingly handed him the notebook. As he flipped through the pages, he continued talking to himself. "…Indeed, there's no way around it. It just won't take without a base to start from…it can't be helped, I need a sample from the source. I'll have to arrange for the subject to be sent to Castle Oblivion as well. At least the bonding process is sure to work that way…"

With Vexen lost to his own thoughts, Homura wandered over to the tank he kept eyeing. Within the fluid, she could just make out a curled up figure, hairless and featureless, even on the head. It was a little unnerving, especially when it rotated enough to reveal a blank area where the face should be.

* * *

A/N: Apologies for the delay between last chapter and now. Unfortunately, this will probably the norm, as I am a horribly slow writer and can't always get in the writing mood. Also, no Roxas just yet, sadly, but this is his "zombie week", so he will be up and running soon, very soon...

In response to OrionGold: Yes, by 3D La Cité des Cloches is a sleeping world, but unlike some of the other worlds, we don't really know how or when it fell to darkness. I know I'm playing a bit loosely with canon, but it'll be fun eventually exploring that possibility. And besides, with a certain other Magi, I've pretty much thrown KH3 canon out the window, even if only a little bit. (Hey, if the game's going to take so long to come out, then Kyubey's going to come along and snatch your potential party member.)

It's my personal theory that the Organization Moogle from Days and the Moogle shop in TWTNW in KH2 are the same moogle who just smartly removed the coat to make a customer rather than an enemy out of Sora, and in 2, that moogle was named Stiltzkin, so…


	7. Chapter 6

**Puella Magi Contract Registry**

 **Name:** Mami Tomoe

 **Weapon** : Muskets

 **Power:** Alteration magic via ribbons

 **Home world:** Earth γ—Mitakihara City

Wished for survival after suffering a severe car crash. Previously lived an ordinary and stable life; no irregularities or severe hardships. An experienced and loyal Puella Magi who utilizes the flexibility of her magic not only for offense, but tactical use as well. Due to her longevity, very little will catch her off guard in battle.

 **Additional notes:** "An exemplary Puella Magi in every way. She has the charisma that any girl would gladly and willingly follow, while also able to be ruthless when needed. Her ability to lead has quelled many a would-be rebellious spirit, and her combat prowess on the battlefield is likewise in top form."

"Her loyalty to the Organization is inspiring, and she has the capacity to accomplish most any task required of her. She is without question a valuable asset to the Organization."

"The only problem I see with Drills is that the others love her a little too much. Like Ol' Goldilocks, she's one of the go-to girls when the others have problems, and whenever they're out on mission, you can practically hear the whining all the way from up here. So annoying."

"She's a fine enough Magi, but there just isn't a shred of musical ability in her soul…gem. She doesn't play any instruments, and her singing voice is only decent at best. About the best she can do is keep a steady tempo. She'll get the job done, but it sucks that for everything she's good at, she's missing the most important thing."

"There's no denying that she's good…perhaps too good. She wears the same expression in a fight as she would over a conversation. Even the other veterans don't look so at ease in battle. Fear, anger, concern… _anything_ would be better, even just being a little more serious because you know where you are and, well, you know what's at stake. But a face like hers, so soft, so…calm…it's kinda creepy, seeing her so at ease in the heat of battle, although I guess I'm not one to talk…"

Chapter 6

"...She was completely incompetent and refused to listen to anything! I'd say that's grounds for insubordination, if not treason."

Homura rolled her eyes with a deep scowl. She heard the rumors—the stories about the Organization's Savage Nymph, and how despised she was amongst Magical Girls. Compared to every other member, even the assassin, whose hands had slain countless girls seeking freedom, every single one agreed that the worst member was, perhaps ironically, the sole woman of Organization XIII. When Homura answered her summons to find Larxene waiting for her, she had hoped that the stories were mere exaggeration. However, as they progressed through their mission, she came to find that Larxene wasn't as bad as the stories made her out to be. She was _worse_.

Saix had his arms crossed, not looking pleased. "Explain."

"Well first, she abandoned me in battle. Numerous times," Larxene said. "Wouldn't lift a finger to fight, even when under direct orders."

"I can't deny that," Homura replied when Saix looked over at her. "But only because she moved too fast for me to do anything. There was no telling if my shots would have hit the Heartless or her, and I would _hate_ for the Organization to think I would attack one of their own." Larxene's preferred strategy seemed to be to strike everything at once. The speed and ferocity of her attacks made it seem like there were multiples of the Nobody, and since she was keeping her powers hidden, Homura just couldn't follow the action.

Larxene huffed. "Useless _and_ disobedient. She also directly violated our code, walking up and talking with the locals. She selfishly risked exposing the Organization for nothing."

Homura knew the woman was grasping. "Secrecy is _your_ weapon. Isn't that why you use us to begin with? To be the unsuspecting spies that interact with the public?" She noticed Saix nod ever so slightly. "The Heartless were going after a group of travelers, outside the city. Obviously, your reports couldn't have accounted for that. If I hadn't overheard that conversation, we would've been running around in circles."

"But let's not forget your biggest crime!" Said Larxene, refusing to be deterred. "You attacked me in a pitiful attempt to eliminate me!" She pointed to a small cut across her cheek. "She even get a few hits in before I stopped her."

 _What!_ Homura seethed. That was just straight-up untrue. In fact, it was the other way around. She still wasn't sure if it was her own actions or those of some particularly annoying Heartless, but during their final battle Larxene suddenly turned her fury onto Homura. She just barely reacted, only able to avoid the attacks by tapping into her magic for the first time since her encounter with Luxord. She doubted Larxene noticed how she dodged as her rage continued surging her forward into a lone tree. The force of her blow sunk her kunai into the trunk, and the lightning bolt that came after shot out of the tree with enough power to violently shatter it. The explosion sent bits of wood flying everywhere, and while Homura was far away enough to remain unscathed, Larxene was not so lucky. That cut on her face wasn't her only injury, but now she knew why the Nobody didn't fully heal herself.

Not only that, but the explosion brought the attention of the townspeople, forcing them to make a quick getaway before anyone came to investigate. Everything happening now was just the complaints of an arrogant Nobody with a wounded ego. Homura was about to explain that when Saix cut her off.

"I've heard enough. Homura, as punishment for poor performance and disposition, you will be detained for two days." Saix snapped his fingers.

"What!?" Two towering figures appeared behind Homura, wielding massive claymores.

"Don't make things any worse for yourself," Saix warned. Beside him, Larxene wore an overly-satisfied grin that made Homura furious. One of the summoned Nobodies went to grab Homura, which she immediately and violently shrugged off. She wasn't about to let herself be dragged away; at the very least, she'd keep her dignity intact. She marched out of the room of her own will, allowing the lesser Nobodies to lead her.

* * *

"Serves her right. Maybe now she'll lose that "holier-than-thou" attitude and learn her place."

"And now that you're done for the day, maybe _you_ should use this time to consider how to prevent all these little outbursts." Saix turned to his desk, filing away the details of the recently completed mission. "It's certainly strange how so many Puella Magi decide to break conduct while under your command, especially so for those with otherwise clean records."

Larxene huffed. "Please, we both know they're all a bunch of psychological nut-jobs just waiting to crack at any moment. You can't blame me when one suddenly decides to go off the deep end."

"Then perhaps we should suspend your usage of Puella Magi and see if their sanity improves. I'm sure the Superior would agree if he were to see these reports." His glanced back at the Savage Nymph. "Your business is done here. You may be on your way."

"You…" Larxene hissed. "Don't think you can just—"

"You should also get a potion for that cut. Honestly, I'm surprised you haven't already done so. Unless, of course, you wish to keep that as a reminder of your carelessness and inadequate leadership. I'm sure Xigbar could give you some tips on facial scars."

Larxene stood speechless. She stormed out of the room, her good mood having disappeared as quickly as it came.

* * *

When it became clear she was being taken to the dungeons, Homura assumed she'd be put back in those spacious cells. She was wrong. The cells specifically built for containing Magical Girls were smaller—much, much smaller. In fact, _cell_ was probably too generous a term for the space she was thrown into. With barely enough room to even lie down, it seemed more appropriate to call it a box.

As soon as the door slammed shut behind her, a faint light glimmered through the room, spreading in a tile-like array. The light faded quickly, but Homura was certain it wasn't gone, and upon touching a wall the shimmering returned, rippling out from her hand and shortly ending in the shape of one of those hexagonal tiles.

 _Of course it couldn't be that simple,_ Homura thought, but it wasn't entirely unexpected. It was clear the Organization knew much—if not all—of the details behind Magical Girls. They knew a simple cell wouldn't hold any of them, so these force fields were most likely put in place to bar their magic and keep them contained.

Homura sat down, taking in the small space around her. A small pipe jutted out of the ground, too small to even consider climbing through. She suspected she already knew what it was for. Aside from that, the cramped area was completely barren. Even examining the door revealed nothing but a small, barred window—not even a flap to push food through.

So was that it, then? Was she just going to be locked in here for two days, denied of both food and water? Homura grimaced. She could heal any physical effects from malnutrition, so at least she won't die of starvation or dehydration, but even with her Soul Gem providing her body energy, she won't be able to stop the grumblings of her stomach or the eventual dryness in her throat. She won't die…but she will suffer.

As the minutes started trickling by into hours, Homura became absorbed in her thoughts. After all, there was little else she could do. She thought of Larxene, and her anger boiled. Luxord was still at the top of her list, if only out of necessity, but if the chance ever arose…well, perhaps she could do the timeline a favor and off that blonde monster before she left.

More time passed, and soon enough Homura felt her body beginning to clamor for food. The protests were small and easily ignorable, but they would only grow with time. Homura steeled herself, but began wondering: she had a purpose that demanded she get past this inconvenience, and she will, but how many other girls found themselves in here without that same resolve? How many questioned their ability to survive? How many grew weary and fearful in their deprivation, and sunk to the pits of despair? How many Witches were born down in these cells, under the orders of Organization XIII?

There was a faint noise outside. Faint, but getting louder. Were those…footsteps? She could hear a voice too, but not clearly enough to make anything out.

"Hmm…uh? Oh!" A face appeared within the door window. His sandy-blonde hair was slicked upward in a punk-like style. Homura recognized him as the Organization's number nine. "Let's see…black hair? Check. Shield? Er…oh, check. Sullen attitude? …Sure, I guess. Homura, right?"

"I'd rather not deal with any of _you_ right now." Homura spat, stubbornly looking away.

"Sorry, but orders are orders, and I don't want to listen to Saix go on and on over something like _this_." Metallic clicking caught Homura's attention, and creaking soon followed as the door opened. "All right, there you go."

Homura glowered. "Is this supposed to be a joke, or a trap? Either way, it's pathetic."

"What? No, it's exactly what it looks like. You're free to go, girl. Saix's orders."

Homura huffed. "As if that man would ever go back on his decision."

"Jeez, what's going on here? I thought releasing a prisoner was supposed to be easy." Demyx sighed and pulled out a card. "Look, I have it right here: 'Release the subject in two hours and tell her to stay within the city settlement for the duration of her quote-unquote punishment.' I mean, I know it's been a little longer than that, but we can just keep that between us, right?"

Slowly, Homura stood up. "This…isn't a trick?"

Demyx sighed again. "You were with Larxene, right? She's always trying to get some poor Magi in trouble. It's such a bother for all of us, so Saix devised these fake punishments to satisfy Larxene without harming you guys too much. A PR stunt, I suppose. All Saix requires of you is that you spend the rest of your time in the city and keep out of Larxene's sight."

"And what guarantee do I have that what your saying is true?" Homura wanted to take his offer and leave, but considering it was the Organization, she had to hold to her suspicions.

Demyx thought for a moment before shrugging. "I mean...I guess you don't, but I swear I'm telling the truth! Ask any one of your Magi pals, they'll say the same thing, probably even help keep you away from Larxene." Homura sighed, but was satisfied enough to take the risk and walked out the cell past him. "You know, you should consider yourself lucky. All that imprisonment time is now vacation time; free to do whatever you want. Man, what I wouldn't give for a couple days off, but no, it's just mission after mission, day after day. I work hard for the Organization, and what do I get...?"

Homura barely paid him any mind as she walked away, leaving Demyx to rant alone.

* * *

A black-clad figure sat on a darkened shore, staring up at the night sky, its empty expanse broken only by the soft, dim glow of a faded sun. There was something…nostalgic—comforting, even—as he quietly sat there. This tranquil feeling was almost familiar, which was strange, since Radiant Garden was just as busy at night as it was during the day, and he himself was always engrossed in his research.

But the solitude didn't last. A small white creature appeared on his right and looked out at the rolling waves.

' _It's been almost a week now. I'm surprised you haven't put Roxas to work yet.'_

"Not yet, but soon. He needs just a little more time to adjust before he can learn."

The Incubator turned towards him, tilting its head. _"How odd. The Organization I know is much more efficient with its members. None of the Nobodies before needed such accommodating."_

"He is not like other Nobodies."

' _Indeed, even among Nobodies, he seems incomplete. Why is that? He should have retained all basic human functions as well as his previous life's memories during his creation.'_

"That would be the case, had the transference of data between person and Nobody not been…interrupted. Sora regained himself, and quickly enough that he held onto his memories."

' _Ah, so it's true. The newest Keyblade wielder survived.'_

Xemnas nodded. "I've been to see him. Even as incomplete as he is now, his power is incredible. The samples I've gathered should more than satisfy Vexen."

The Incubator's ears twitched as he perked up. _'Does that mean he's done it? Has he created a working replica?'_

"Not yet, but progress is well underway, more so than we expected. I'm told it'll be ready in a matter of hours."

' _The potential of this breakthrough could shake the very foundations of the worlds. You may well have found a way to artificially create life.'_

"Don't be fooled," warned Xemnas. "The replica has just as much "life" as we do. It has no heart, but merely clings to a few stolen memories. In a way, it has even less of an existence than us."

' _Regardless of its defined "existence", the fact is you have created sentience. You have contained and harnessed the infinite possibilities of the human spirit—the ability to learn and make decisions, both logical and not.'_

"Heh, you give us too much credit. Plenty of other worlds have long since produced beings with a similar sort of sentience."

' _And while such creatures are fascinating, they can only go so far. The results of the replica program may already surpass even that, and this is just the beginning. You may only create a hollow life now, but perhaps someday you can create life that_ does _exist, an entity with a real heart and real emotions. Something that can truly feel the greatest hopes and the deepest despairs.'_

"The heart is not so easy to recreate as you say. If it were, we wouldn't be here." The conversation came to a brief lull, replaced by the sound of waves, until eventually: "What else do you have. I know you didn't come just to ask that."

' _We've made contact with another potential Magical Girl. This one's in the city of London.'_

"I see," said Xemnas. "On which Earth?"

' _None of them,' the Incubator replied. 'This one is actually in the world you call Neverland. Her name is June Rawlinson.'_

"And you need me there." The Nobody stated more than questioned.

' _Not immediately, but soon, yes. Although…'_ The Incubator trailed off, an unusual thing for the alien to do. Hesitation is so rarely seen in something that cannot feel. _'…I've found my thoughts often wandering as of late. It's not bad enough to affect our tasks, but my head isn't "in the game", as I believe humans say.'_

"Let me guess: your focus towards any new recruits is being split because of our most recent addition."

The Incubator closed its eyes and nodded. _'Precisely. The mysteries surrounding her are simply too distracting.'_

"You're not the only one." The rim of his hood bobbed as Xemnas agreed. "But with each day, we get a little more insight, bit by bit. We recently discovered another record of her: a transfer file for a local school. Perhaps she thought she could hold onto the simple, normal life she once had. Alas, one such as her can never go back; that life is not for their kind."

' _Is that the only reason? Something tells me there's more to it than that.'_

"It's simply speculation until we gather more data, but if you're so convinced, what are your thoughts?"

' _Hmm…'_ The Incubator paused to think. _'Sometimes Magical Girls are drawn toward places—or people—of certain significance. Like a magnet, they are pulled along, sometimes without realizing it. Perhaps one day, that school will play host to an important turning point for the world, or maybe one of the students there drew her in. If so, I'm quite curious as to what could possibly call out to a Magical Girl as unusual as Homura.'_

"A student…" Underneath the hood, Xemnas's eyes brightened. "On the day we found her, Homura was watching a family. At the time, I deemed it unimportant—a foolish mistake as I see now. That may be the person of significance you're looking for."

' _It's very possible, yes.'_

"I will have the location reconfirmed. You should expect the infor—"

A dark portal opened nearby, cutting off the conversation. Another cloaked figure stepped out and slowly walked toward the Alien and Nobody. With the newcomer's shorter stature, Xemnas knew exactly who it was, even with his hood obscuring his face.

"You have arrived…"

* * *

" _Today is a momentous day. I am pleased to announce that a new comrade has been chosen to wear the coat."_

Roxas walked through the castle. Yesterday's meeting was still fresh on his mind, although it wasn't like he had much else to think about, if he was being honest. With his cognizance fully developed only a scant few days ago, the only things he could really remember were that and the day before, and he'd rather not think about all those confusing things Xemnas said to him.

A group of people came into view. None of them were from the Organization, but those…those…

 _Girls._ The word suddenly popped into his mind. While he didn't know what the word meant, it felt right. Those "girls" supposedly weren't part of the Organization. But then, why did he keep seeing them around?

There were three of them: a brown, a green, and a black, judging by their hair. It was a trick he began using with the Organization, since he barely knew anyone's names, and it seemed like that same trick could be used here as well. The brown and green girls were on either side of the black one, who seemed distinctly different from the other two. Not physically, per say, but her face was definitely more…downward, he supposed, especially compared to the other two talking with her.

As he got closer, the girls took notice and stopped. All of a sudden, the brown girl crossed an arm over her chest and bent forward, while the green one did a strange dip while holding the ends of her skirt. The two girls spoke abruptly and so close together that he barely made them out.

"Sir!"

"My lord!"

Both Roxas and the black girl watched in confusion. The two girls held their positions, eyes cast downward. Were they expecting something from him?

"Uh…" Roxas stammered, feeling a sudden urge to leave. Acting on that instinct, he slowly took a few steps and continued on his way, restraining himself from looking back. What was that all about? And why did they call him those names? This wasn't the first time he'd been called that either, both by other girls and—for some strange reason—those weird white things. He didn't even know those things could speak, and yet they kept calling him by the wrong name! He wasn't 'Sir' or 'Mielord' or anything like that, his only name was Roxas…well, that and thirteen, but that was just a number. Although, he supposed that could count for a name as well. So why didn't anyone call him one of those? He wondered if this was part of that "true name" stuff Xemnas mentioned.

Roxas made it to the Grey Area to find the room rather empty, considering its size. In the corner Z…Ze…the grey one sat reading, while Axel leaned against the windowed wall. In the center of the room Saix ( _Was it Saiex or Syx?_ Roxas was still figuring out how to pronounce that name) was talking with two more of those strange girls—a yellow one and a small white one. Upon seeing him, Saix ended his conversation with the girls and turned his attention to him.

"Roxas, your work begins today. I will issue missions, which the Organization expects you to carry out." Roxas kept quiet, vacantly nodding his head as he let Saix continue. "For now, these early missions will be simple; think of them as training exercises. You still have much to learn before we put you to the real test. Axel will be joining you for your first time out."Saix glanced over at the spiked redhead. "Isn't that right, Axel?"

"Wait, what!?" Axel yelled, nearly leaping off the wall behind him. " _That's_ what you called me for? Since when was I the kid's mentor!?"

"Surely you don't mind showing Roxas the ropes?"

"Well, sure, but there are plenty of others who could show him better than me." Axel's eyes darted over to the two girls. "How about it, Mami? You've trained up tons of Puella Magi. Ready to try your expertise out on Roxas here?"

The yellow girl ( _Mommy?_ Roxas wondered at the name Axel said) was taken aback from suddenly being brought into the conversation, but quickly regained her composure. "I suppose I could lend my assistance, if you—"

"Roxas is one of us, Axel!" Saix cut in harshly. "A Puella Magi cannot teach him the duties expected of a member of the Organization. He needs to be taught by a _true_ Nobody. Now, Mami," he spoke to the two girls. The smaller white one was practically cowering behind Mami. "You've already accepted your mission. Take Nagisa and get going."

"Yes, sir." Comforting the girl behind her, Mami summoned a Corridor of Darkness and gently guided her through.

Saix looked back at the two Nobodies. "As for you two, come see me when you're ready. Oh, and Axel? I'm restricting your use of any Puella Magi for this mission. I will not have you getting any…ideas."

As Saix left, Axel let out a loud sigh. "Well, you heard the man. Starting today, looks like I'm your babysitter." He waited for a response, but amidst the chaos, Roxas wasn't sure what to say. "Sheesh, quit acting like zombie, will ya? Let's just get this show on the road."

Axel approached Saix again, with Roxas slowly following behind. Saix briefed them on the mission, handing Axel the file. They began speaking, but Roxas's attention was pulled toward the echoing footsteps from the room's entrance. Another Organization member was coming in, a shorter one—the new one.

"…What's wrong?" Roxas realized Axel was speaking to him now. "You worried about the new kid? What was that name again?"

"Number fourteen, Xion," Saix answered.

"Right, right. I knew that."

Roxas watched as Xion vacantly stood off to the side. "Xion," he muttered. As one Organization newcomer to the next, perhaps he should try extra hard to remember that name.

"Heh, got it memorized, Roxas?" It was as if Axel had read his mind. Roxas nodded. "Oh yeah, then how about my name?"

"…Axel." It was one of the few names here Roxas knew for certain.

"And how about our boss's name?" Axel continued with his sudden quiz.

"Xemnas."

Axel clamped a hand on Roxas's shoulder. "Ha, you see, I'm doing great already!" He said loudly at Saix. "There's no way he's gonna forget any of that now! Aren't you, buddy?" There was a weird tone in Axel's voice that confused Roxas. The redhead summoned a dark portal and the two of them departed.

* * *

Axel sighed, bored out of his mind, as he watched Roxas run around. Wasn't he supposed to be teaching him how missions are carried out? Instead, he was teaching the kid how to run, jump, and even how to _open a chest_. Seriously, how did the kid not know _that_? The urge to open a treasure chest was something everyone had, heart or no. The mission quickly devolved into Axel giving Roxas different paths within the area to navigate, but with how straightforward Twilight Town's tunnel system was, Axel's "obstacle courses" were little more than fancy laps for Roxas to run through again and again.

 _Some use for a "true Nobody", Isa. Clearly, climbing a waist-high ledge is too hard for a Puella Magi to understand._

Axel grumbled. Thanks to the Nobody's paranoia, he couldn't even bring along a friend to make this so-called mission a little less tedious. But then again, it wasn't like he had anyone within the Puella Magi he considered a friend…

"All right, that's enough!" Axel shouted, fed up with the boredom. Roxas obediently came back to him. "So, whaddya think? Got the hang of this mission business?"

 _Yeah, "mission". And maybe next time, Saix'll have me teach you the alphabet and how to tie your own shoes._ He joked, but Axel sincerely hoped that wasn't what he had planned for them.

"Uh-huh," Roxas quietly responded.

"What was that? Couldn't quite catch that." Axel overdramatically put a hand behind his ear.

"I said…" Roxas trailed off, looking at Axel. The redhead glimpsed the look in Roxas's eyes, glistening as if he recognized something. Had he begun to remember anything? "I said I could've done it blindfolded."

Axel chuckled. It seemed the kid _did_ have a sense of humor. "I don't know if I want a blindfolded zombie on the loose." A sudden thought came to him. Well, more like a craving. "All right, smart aleck, you did good. And no successful mission is complete without a little icing on the cake. Come on." He knew _he_ certainly deserved something extra after sitting through such a tedious mission, and lucky for him, he just remembered the treat they had last time they were here.

 _That was the first time I've had one of those in…jeez, how long_ has _it been._

It was saltier than he remembered it being, but taking a bite out of that ice cream brought back some pleasant memories—memories of his home, his childhood, and his friends. The lazy days spent in a world filled with flowers and light, back when the only troubles he had were scheming to sneak into the castle.

 _Man I miss the old times_ _,_ Axel reminisced. Even to this day, he still had it memorized.

* * *

A/N: Probably the most fun I had when writing this chapter was Roxas's bit. Maintaining a simple perspective that doesn't fully understand the world around him was enjoyable, if a bit tricky in some areas.

Regarding Roxas's abilities: that's a good question. One I hadn't quite thought about until now. The possibilities are worth looking into, and while Roxas won't be able to use _all_ of his future abilities for...obvious reasons, I do think that the Organization's wielder of light should use his own element a bit more...


	8. Chapter 7

**Puella Magi Contract Registry**

 **Name:** June Rawlinson

 **Weapon** : Halberd

 **Power:** Aura of force

 **Home world:** Neverland

Born into nobility, she was raised and taught everything expected of one in such a high class. Ever loyal and dedicated to the family line, she wished for more power and influence for her family, seeking to further their ambition and continue their ascent through the social hierarchy.

 **Additional notes:** _

Chapter 7

"Roxas, today you will be working with Marluxia."

Roxas looked at the man in question. His pink hair flowed down passed his shoulders in such a way that, from behind, Roxas might have mistaken him for one of those girls. A really tall girl…that was wearing one of their coats…well, maybe he wouldn't have to worry about that mix up as much as he initially thought, but the man definitely reminded him of them.

"What about Axel?" Roxas asked Saix.

"He has his mission, as do you. Come see me when you're ready." Saix stared pointedly at Marluxia as he said the last bit, and left the two of them alone.

"Well, there you have it. Welcome to the fold, Roxas," said Marluxia. Roxas watched curiously as he took a nearby seat.

"…Aren't we supposed to go?"

"Only when we're ready," Marluxia quoted. "There is still one more we must wait for."

"Really?" Muttered Roxas. But this was the same amount as yesterday, right? Marluxia didn't seem inclined to move, so Roxas hesitantly sat down on an adjacent sofa.

Before long, a group of girls entered the room. Roxas counted four of them: a red, a purple, and two browns. For a moment, Roxas thought they might have been the ones they were waiting for, but then he noticed Marluxia take a brief glance their way before ignoring them. Across the way, he saw De…Dem...yx ( _right?_ Roxas wasn't so sure) getting on his feet and join the group. They spoke with Saix, mentioning something about an…agra-ba? The word was completely lost on Roxas. The group then disappeared into a corridor of darkness, and with nothing else to distract him, he returned to quietly waiting with Marluxia.

After a few more minutes, another girl—a black-haired one—walked in. Upon seeing her, Marluxia's mouth curved upward and he rose, Roxas quickly following suite.

"Welcome, Ms. Akemi," greeted Marluxia. "So glad you could join us today."

The girl—Misakemy, apparently—stared at the two of them with cold eyes. She reminded Roxas of Saix with that look; he didn't like it then, and he didn't like it now. She put a hand behind her head and pushed her hair away, though for what reason, Roxas didn't know.

"Let's just get this over with," she said. "Our mission?"

Marluxia let out a small laugh. "Very well. Come along." He finalized their preparations with Saix, led the three of them through a corridor of darkness and arrived in a large plaza. It took Roxas a moment to realize they were in Twilight Town again, and only after spotting the clock tower in the distance.

"Roxas, Organization XIII's cherished wielder of the Keyblade, and Homura Akemi, enigma of the Puella Magi. How lucky I am to have acquired the both of you this day." Marluxia spoke with a strange tone that Roxas didn't recognize. It wasn't like the strange way Axel sometimes spoke—not the one he had grown accustomed to. This tone was different and made Roxas feel uncomfortable.

"So, what do I have to do today?" He asked, trying to change the subject.

"Today, your job is to collect hearts."

"Uh…okay?" Roxas stammered, barely comprehending what the other Nobody meant. Just what exactly was a "heart" supposed to be? "How do I do that?"

"Roxas, could you summon your Keyblade for me?"

He didn't quite understand what that had to with his question, but Roxas obliged all the same. In a flash of light, the strange object—the Keyblade—appeared in his hand. He still had so many questions about it and why he had it. Hopefully someone would explain that to him soon. However, as soon as the Keyblade appeared, numerous black creatures rose out of the ground nearby.

"What are those?"

"Hmph. Nothing to be feared," Marluxia scoffed. "Homura, if you would."

The girl gave them another creepy glare. She pulled out something from behind the strange contraption on her arm ( _Gun…shield…_ more words popped into Roxas's head.) and attacked the creatures without even moving, making them disappear or laying on the ground twitching with each click of her weapon.

"Those are Heartless. Shadows, specifically," Marluxia began explaining. "Dark creatures that roam the worlds, seeking hearts to quell their insatiable hunger. They come in two varieties. The ones you just saw are purebloods. You need not concern yourself with those, as they don't release hearts. Those, you can leave to the Puella Magi. They have their own use for them. The ones you need to complete your mission are the other variety—" More Heartless suddenly appeared, not from the ground, but out of some sort of dark distortion in the air. They were small and yellow with a black and red symbol, and hovered just above the ground. "…Is right over there." Marluxia seemed completely unfazed by their arrival. "Take them out, Roxas. They are your real targets."

Roxas was a bit nervous, but wasn't about to back down. Gripping the Keyblade with both hands, he cast off his anxiety and rushed into battle.

* * *

Homura sat on a nearby bench, watching the fledgling Nobody fight, although "fight" was far too generous a term. Wildly flailing about seemed much more accurate. His swings were wide and unfocused, and he left himself open to retaliation far too often. Roxas was lucky the Heartless were mindless entities; if he were up against an opponent with actual intelligence, he wouldn't stand a chance.

 _He's just so…weak…_

The thought gave Homura pause. For such an open and public area, it was surprisingly empty here. It had to see a lot of visitors, as it had three different entrances, but Homura noted each of them wrapped up in jagged lines with a very Organization-like style. She figured those had to be some kind of barrier, perhaps to keep them in the mission area…

…Or perhaps to keep others _out._

 _So weak…_

And yet so important to the Organization, even if she didn't fully know why. Important and vulnerable. If something tragic happened to Roxas, it would be a severe blow to the Organization. If someone wanted to make them suffer…

If she wanted to hurt them…

Ultimately, she discarded the idea. Killing Roxas wouldn't serve her any benefit, and she'd probably just wind up unnecessarily angering the other Nobodies. Sure, she'd ruin whatever Organization XIII had planned, but that wouldn't break the seal on her shield. Homura turned her attention to the mission data in her hands. She flipped through the file, searching specifically for the information about the town. There was something about this that seemed off to her. In the corner of her eye, she noticed Marluxia taking a position beside her. She tried to ignore him, keeping wary as he leaned over, watching her.

"Curious about something?" He asked.

Homura turned another page, and—

 _Ah, there it is._ As she suspected, something was wrong here. At least now Marluxia can make himself useful. "I thought the Heartless were supposed to be creatures of ambush, only hunting lone targets in isolated places, not out in open areas like this." Even the file backed her up, making no mention of Heartless presence in the plaza.

"You are mostly right, but there are exceptions wherein they can be lured out. The reveal of a world's Keyhole, for example, or a terrible enough crisis that leaves a population vulnerable to dark influences. Or they can also be baited with that…" Marluxia gestured toward Roxas. "Like moths to a flame, they are drawn by the Keyblade, compelled to smother its light, ignorant that they march to their own demise. Such is but a small fraction of that weapon's power." The way he spoke did not go unnoticed by Homura. Those words didn't belong to someone who was just merely impressed…

"But that's not what I wished to speak of," Marluxia continued on. "How are _you_ doing, Homura? I heard you were recently released from your first imprisonment. Are you alright?"

And like that, his usefulness ended. "That has no bearing on the mission," Homura stated bluntly.

"Hmm…" Marluxia's mouth twisted in a small smile. "Homura, do you really hate us that much?"

Homura didn't even look him, choosing to ignore him in favor of watching the other Nobody as he tried to recover from a jolt of electricity.

"I see…not that I can blame you, though. Your fate is an unkind one, and one you were unfairly pushed into. I imagine I'd feel the same were I in your place."

"I don't need your sympathy." Homura wasn't fooled. Such sentiment meant nothing, coming from him.

"It's not sympathy I offer, but a question: Why are Puella Magi in the position they're in? You wield incredible strength—powers that even us Nobodies could not claim without great sacrifice. And what do we do? Treat your kind as disposable pawns, trusted with only the most trivial of tasks, never to let you unleash your full potential."

"Without sacrifice?" Homura scoffed. "Our entire existence is nothing _but_ a sacrifice…and a curse."

"But that "curse" can be delayed, even avoided if one is carefully enough. But more importantly, you are still whole. Your heart might be misplaced, but you still carry it with you. You've acquired powers that make you near-indestructible, while still able to hold to the joys of humanity. Such a balance, we can only dream of."

Marluxia leaned in closer. "The truth of the matter is Organization XIII fears that power. They fear the Puella Magi, _you_ especially. You may not know it, but ever since your sudden appearance, the higher-ups have been doing everything they can to uncover your abilities, and I, for one, commend you for managing to keep such things hidden for so long. The Organization is flawed, unable to look past their petty fear and use their resources to its fullest. They would have you be slaves, but I think otherwise. Puella Magi should not be subservient to Nobodies, they should be walking together—hand in hand, as equals."

Homura restrained herself from rolling her eyes. "Just get to your point already. What do you want?"

Marluxia shrugged. "Nothing," he answered, straightening himself. "I just have a feeling that there may come a day when the Organization undergoes a massive change. If that time comes, I'd like you to remember what I said and ask yourself: would you rather be a mindless slave, or a valued comrade?" Without waiting for a response, Marluxia walked off, calling Roxas over just as the smaller Nobody finished off the last Heartless.

* * *

With one last thrust of his hand, Roxas let loose another fireball, incinerating the final Heartless. As the sounds of battle quieted down, the effort of today's mission caught up to him. He keeled over, hands on knees, to catch his breath. The pink Magi they were with came up to him. Pink, not because of her hair, but because of the large hat she wore. Roxas tried to at least remember her name, but with everything being crammed into his head these past few days, it was hard not to fall back on that habit. He at least vaguely recalled her name starting with a 'T'…maybe…

"Good job, sir. That looked like the last one," she said, offering another ether.

Ignoring that weird name again, Roxas took the offering and used it. The exhaustion subsided only a little, but his body felt re-energized all the same from the ether's effects.

"Yeah…and I didn't even use the Keyblade," Roxas said between breathes. Both he and the Magi turned toward Larxene, leaning against a wall. "So, how was that?"

Larxene's gaze slowly drifted their way. She didn't look impressed at all. "Do you really want me to answer that? Anyone can do a spell as simple as that, even little Terry here."

The pink-clad girl muttered, "I-it's Talia, actually—"

"Whatever! Point is, you're magic is still totally pathetic. So since you're determined to waste all of my day, get back to practicing."

"But…" Roxas scanned the area, but it remained empty. "I've defeated all the Heartless."

An unnerving grin spread across Larxene's face. "Who said you need those? You've got a perfect training dummy right here." She pointed at the Puella Magi, eyes growing wide. "You'll even be able to tell how powerful your spells are based on how much she screams. She'll be a much better target than the Heartless."

"But…she's our partner."

"And as your "partner", she should be willing to do whatever it takes to ensure that you can fight to the best of your abilities. But, if you feel you're done practicing how to _use_ magic…" Small bolts of lightning twisted around her fingers as Larxene summoned her weapons. "We can always move on to dodging magic. Sound good?"

Roxas paled, and out of the corner of his eye he saw Talia faring even worse. The girl looked like she was ready to run. Her eyes darted back and forth between him and Larxene, as if debating which was the worse option. She must have made a decision as she looked at him again, bowing ever so slightly.

"S-she is right, I…I would b-be honored to be of…er, further service. S-sir."

"Are you sure about this?" Roxas wasn't entirely convinced. Something about this felt…wrong.

"Of course she is. She just said so," said Larxene. "Now get to it, and don't hold back!"

Talia's eyes were closed tightly, her body tensed in anticipation. Although he didn't like it, Roxas reluctantly prepared another fire spell. He didn't like it, but he would do it, if that's what the Organization needed from him.

He thrust his hand forward, letting loose the spell.

* * *

She darted through the dark alley, water splashing underfoot. The buildings around her seemed familiar, and looking out at the road, so did the lampposts lighting the city. An automobile passed by, and she was relieved to recognize the model. It may have taken her a few tries, but June managed to make it back to her home, to her London. It was surprising how many cities out amongst the various worlds managed to resemble her city—even going so far as to share the same name—but there was always something different, whether it be the appearance of the city or those of its people.

A part of her wondered why her world was called Neverland when many other worlds were categorized as Earth, but that didn't matter anymore, she was almost home. Finally, she could see her family again, forget all this "Puella Magi" nonsense, and—most importantly—rid herself of this humiliating costume. She couldn't fathom how the others managed to prance around looking like this. Was it courage, or simply a lack of dignity? Probably the latter, she thought, as many of them were just _commoners_. She always knew there were differences between her and the lower classes, but she assumed they would at least have some common sense.

June peeked out from the alley, making sure nobody was around before dashing out to the next one. She was getting so close now, but she was not about to let anyone see her like this. Her skirt was far, _far_ too short for any respectable lady to wear, and her back was practically bare for all that her top covered, not to mention red was never a good color on her, or so she felt. It'd be embarrassing enough having to face her parents in such an attire, but at least they'd quickly give her something to change into. Although, suffering through that embarrassment may be necessary to show them what her captors had done to her. Whether Kyubey actually kept his promise and fulfilled her wish has yet to be seen, but even without it, her parents should have the resources to investigate and, ideally, dismantle Organization XIII. She'd be glad to see the day those freaks get pulled off their pedestals and given the justice they deserve.

June made a left as the alley forked. Now all she had to do was keep straight and she'd be right at her favorite pastry shop, and from there her estate was less than a mere kilometer away. In fact, she could even begin to make out the store now, closed and dark as it was.

Out of nowhere, the once chilly night air became unbearably hot. June yelped, leaping back as a wall of fire roared to life, blocking her path.

"Not even a week in and you're already trying to run. What, couldn't even be bothered to learn before flying the coop?" June turned around and saw Axel with his arms crossed.

"A few days were all I needed," June retorted. Those girls were awfully quick to divulge information, both about her and the Organization members. "Besides, I couldn't stand being in that dreadful place for another minute."

"Well, then do I have some bad news for you," Axel smirked. "You've got two options, and returning home isn't one of them. You can either come back quietly, or you can watch as I put an end to your existence. What'll it be?"

"Neither." June summoned her weapon, leveling it at the Nobody. "Rather, I will be the one to end _your_ pitiful existence. I refuse to be one of your slaves; that was not part of the contract."

Axel sighed. "It's always about the contract. You're just mad you didn't think to read the fine print. Shoulda memorized something as basic as that."

"That blasted cat didn't tell me anything about this, not even a hint about you emotionless freaks! I will not stand by and let myself be controlled by such dishonorable deception. As far I'm concerned, that contract is null and void, and you will not stop me!"

June lunged forward, thrusting her halberd toward Axel's chest, but where she expected an impact was met with only thin air as the Nobody teleported away.

"All I need to do is go through you and I'll be in the clear. Your first—and last—mistake was thinking you could take me on alone."

"As if I need help to eliminate you. No way I'd bring along Mukuro just for some newbie." Axel pointed at June, and four spiked creatures appeared. The Assassin Nobodies sank into the ground, slowly circling around her like sharks.

"Hah! That bravado means little when you immediately contradict yourself. No help, you say?" June taunted, keeping a watchful eye on the surrounding Nobodies.

"Why should I bother dirtying my own hands when these guys can do it themselves?" Axel nonchalantly leaned against a wall. "But, if you're _really_ as powerful as you think you are, they shouldn't be a problem. You'd better not disappoint, I'm expecting one hell of a show!"

At those words, one of the Assassin's leapt out at June. She easily batted it away, but scrambled to dodge another one's swipes from below. She swung down at the attacker, but to her annoyance, the strikes only hit stone. She backed away from the Nobody, but as she did, two others emerged and dashed toward her, one straight on, the other zig-zagging behind.

June reeled in her halberd and focused her magic. As she thrusted again, a wave of energy shot out of the end of her weapon. The shockwave caught the two Assassins, throwing them back toward the firewall. One of them began writhing as flames licked its limbs, the other slowly recovering as it reoriented itself in the air.

But June didn't have time to relax as pain suddenly spread along her back. The first Assassin had snuck up behind her and struck while she was distracted. Enraged at the creature, June swung her halberd around, cleaving a chunk out of the Assassin. She attacked it again and again, letting loose on the creature with wide-arching swings and piercing thrusts. Out of the corner of her eye, she saw the second Assassin closing in. Without missing a beat, she twirled the halberd in her hands and struck its base against the ground, letting out another shockwave all around her. Thankfully, the pursuing Assassin was pushed away even under the ground, and the range of the blast reached the two other Nobodies, submerging them both within the wall of flames. Even Axel seemed to struggle to maintain his balance. As for the Nobody before her, it was plastered against the wall, leaving it even more vulnerable, which June was quick to take advantage of. She smoothly transitioned back into her assault, carving away at the creature's spindly frame until the body eventually collapsed upon itself, fading into nothing.

With one down, June turned her attention to the other unburnt Assassin, curled up like an awkward ball after having been blasted away. She leapt into the air and plunged in weapon down onto the Nobody. June managed to stomp a foot down on one of its arms and pin it in place as she repeatedly stabbed into it, over and over. It flailed in pain, its limbs wildly swinging about. Its attacks cut at June's legs, leaving various small gashes, but thanks to her new powers, she was able to push past the pain and keep fighting until the Nobody's flailing slowed and eventually stopped. Its limbs went limp as it faded away.

June was about to turn her halberd on Axel when a sudden noise caught her attention. She thought she had defeated all the Nobodies, but she just barely had time to notice one last Assassin—coated in flames—making a mad dash at her, faster than before. She had even less time to react as it dived and exploded. She only just managed to evade the brunt of the blast, but she still hissed as the energy burned her. It stung, but she could still push through, or so she thought before severe pain shot through her right shoulder as a spiked red wheel briefly imbedded itself in her and disappearing.

"Coward!" She shouted at Axel, holding the offending weapons. She grasped the wound and drew out her magic to heal herself. Her Soul Gem—nestled with the family crest on her top—glowed as she healed, and she saw it get noticeably dimmer as it did, but thankfully it was still free of any darkness.

"So that's where it is. Somehow, I'm not that surprised." Axel lunged at her, chakrams poised to strike, but June, anticipating an attack, launched a fist in his direction, firing off a shockwave. The force of the blow nearly knocked Axel off his feet and killed his momentum. Using the opportunity, June counterattacked, swinging her halberd, only to meet resistance as one of Axel's chakrams caught her blade. He effortlessly deflected the blow, swinging it around and leaving her open to attack with his second weapon. The spikes cut into her chest, but she refused to relent as she threw another punch. However, just as she released another shockwave, Axel was already gone, teleporting out of her sight.

Her eyes darted all around, searching for any sign of him. Once again she picked up on a sound—the small sound of something whirling through the air. Immediately, June brought up her halberd to block the incoming chakram, but as it was deflected, another came out of nowhere, striking her in the back.

 _Again with the back attacks!_ June nearly snarled. As she saw yet another chakram heading her way, she prepared her halberd. She was _not_ going to be caught by another sneak attack! As the chakram neared, she slammed down her weapon, creating a shockwave that repelled both it and the follow-up attack. Both chakrams clattered on the ground before quickly disappearing.

"Enough with the cheap tricks! Show yourself so I can end this already!" June shouted.

"Oh, like using shockwave after shockwave is fair?" June quickly turned to the wall of fire to find Axel standing in front of it. "But I do agree on one thing: this has gone on long enough. You're a one-trick pony, June, and quite frankly, I'm bored. It's about time you handed over your Soul Gem and accept your fate." He held his chakrams out to his sides, charging up for some kind of attack.

"DON'T MOCK ME!" June sprinted as fast as she could, desperate to tear into that monster and finally let him have it. If she could just get to him before he finished…

"BURN, BABY!"

Searing hot flames erupted beneath June as she was engulfed in a pillar of fire. She screamed as the flames ate away at her, burning away bits of skin, charring her ebony hair. Her eyes cried in agony as the fire boiled them. Her halberd began glowing an intense red, scorching her hand even more and forcing her to dismiss it.

The burning torture felt like it lasted an eternity, but eventually the flames died down, and June collapsed along with it, only barely holding onto consciousness. Even without the fire, her body was completely consumed by lingering pain. She feebly called on her magic to mend the wounds, and as her Soul Gem lit up again, the small part of her that was still coherent wondered—and feared—if there was enough magic left to heal this much damage. Her muscles no longer responded; the few that still did only brought more pain. Her dried-out throat had long since gone hoarse, leaving her only able to choke out small, pitiful whimpers. The world was reduced to a mass of blurry shapes and colors to her stinging eyes. A fuzzy red puff on a black rod approached her, and only once it crouched over her could she just barely tell it was Axel.

"For someone who's supposed to be so well-educated, you really should have known this wasn't going to end any other way. If you had just surrendered, I might have even talked Saix into going easy on you. But instead…" His hand reached around her glowing Soul Gem. June coughed out a weak moan, silently screaming as Axel tried to rip out her gem. It took some effort, but he quickly managed to tear off a small patch of clothing containing her insignia and her gem. Now that it was separated from her body, her Soul Gem returned to its natural state, detaching itself from the fabric. Both she and Axel momentarily stared at it, looking past the Nobody's Sigil and noting that it had definitely begun to blacken as bits of darkness coalesced around the bottom of the gem.

"Like I said: you'll watch as I end your existence. Right before your eyes." Axel placed the gem on the ground, and June could only watch helplessly as Axel prepared a chakram, lighting it aflame. With perfect precision, he brought down the weapon, stabbing the Soul Gem clean through with one of its spikes. June gave out one last pained moan before the breath left her lungs and the light left her eyes.

* * *

The city of London was bustling with activity, only today was slightly different. The populace was abuzz as usual, yes, but not for concern toward day-to-day agendas, but rather over the latest story taking the front page of every newspaper. The Rawlinson's daughter—who had already been reported missing for a week—was found dead in an alleyway. None of the papers provided at image of the incident, but after reading the article, most would agree that was for the best. The poor girl had apparently been burnt so bad that even the coroner had barely been able to confirm her identity.

Naturally, the Rawlinson family was in an uproar, vowing to seek out the kidnappers and deliver them righteous justice, and not just for their daughter, but for any potential future victims. With even the police force on their side, the noble family would search the city top to bottom for these psychotic murderers and avenge the death of their beloved June.

* * *

A/N: I've occasionally wondered how Axel got his reputation as the Org's assassin. Sure, there was what happened in CoM, but before that? How did he get his reputation as a killer when the Organization's only ever had its fourteen members? Lesser Nobodies always struck me as lacking enough free will to consider betrayal. Oh well, at least here it makes a little more sense to have an assassin for any Puella Magi that gets a little too homesick.

On that note, the question of families came up at the perfect time as I was writing this, and yes, plenty of girls had families they were torn from. Much like in the show, they'll usually be put in a missing person's report, only to be missing indefinitely. Many worlds have faced the occasional mysterious disappearance, and in each one, stories and rumors are created in an attempt to explain them, from serial killers, to fairies, to government conspiracies. Neither the Organization nor Kyubey have the power to alter memories (except for one or two very special exceptions, but even those wouldn't effect the common-folk), so of course some families can do more than others to search for their missing daughters, but there's only so much they can do when they're limited to just their world.


	9. Chapter 8

**Puella Magi Contract Registry**

 **Name:** Kiroi Beniba

 **Weapon** : Twin blades

 **Power:** Temporary status enhancments to various properties

 **Home world:** Earth γ—Yokohama

A sickly girl who spent much of her time tending to her garden. She wished for the courage to confess her love, only to be greeted by harsh reality when the boy in question didn't reciprocate the feeling. Ever since, her demeanor has considerably changed, becoming cold and standoffish.

 **Additional notes:** "She's adequate, at best. Unfortunately, the Organization requires more than just 'adequate', and she refuses to improve herself."

"Her thoughts are unfocused. That much is clear. An unsound mind leads to an unsound body, creating mistakes out in the field, especially so on the battlefield."

"As a Puella Magi, she leaves much to be desired. As a botanist, however, her knowledge and experience has been a help at times, treating flowers far better than she does people."

*Warning* Mental state unstable, curse confirmed inside Soul Gem. Personal use is currently prohibited.

Chapter 8

As Roxas entered the Grey Area, he was surprised to find that nobody was waiting for him besides Saix. Was he going to be sent out alone for once? He crossed the room, approaching the blue-haired Nobody.

"The Superior has assigned you a very special mission today, Roxas. He is awaiting your arrival on-site." Saix summoned a corridor of darkness. While Roxas could have made one himself, he didn't complain. After all, he didn't know exactly where Xemnas was, and it was best not to keep the boss waiting.

The corridor took him to a small park at the peak of a hill, giving him a view of the surrounding landscape for miles. Far off in the distance, he could see the Twilight Town he was becoming so familiar with. A green-haired Puella Magi leaned against a statue of the clock tower, giving him a curt nod of acknowledgement, while Xemnas stood at the hill's edge, gazing out at the expansive countryside below.

"It has been two weeks now since you've joined our ranks. The progress you have shown is commendable. However, up until now, you've only been given the tools that will best help you serve the Organization: how to fight, how to observe, how to keep hidden from the public eye." Xemnas slowly turned around, looking at Roxas as he continued. "Today, I will show you the tools at your disposal that can be used to serve _you_.

"There are two factions the Organization controls. The first are the lesser Nobodies, those who had the will to continue living after the end of their existence, but lacked the strength to maintain their body's original appearance. Their purpose is to help us so that, in time, we can help them, for like us, they too wish to become whole again. No matter where you find yourself, merely call out to them, and they will aid you. Try it for yourself now."

Roxas was a little confused, but did as told. _Just call for help? That's it?_

"Uh...Nobodies! Come help…me?" He tried to sound commanding, but quickly lost confidence. He didn't feel like he was doing this right. Maybe if he held out his hand, like summoning his Keyblade? He was about to try that when one of the white creatures appeared seemingly out of nowhere. "Oh…I guess it worked."

"You need not speak when you summon them. Simply make your intentions clear in your mind, and they will respond. Now then, the Nobody before you is one of the common varieties; a Dusk. Dusks are used by all members to carry out simple tasks. However, if a single one is used by a particular member enough, they can grow and become stronger."

"So…do you have any of these stronger Nobodies?" Roxas asked.

"We all do," Xemnas nodded. "As will you, given time. Use them enough, and the Dusks will adapt to you, developing and evolving to better suite your talents. However, given your work, I would not recommend relying on their aid, not unless the situation is truly dire. After all, it's _you_ that we need to collect hearts, you and the Keyblade."

"So, don't use them unless I absolutely have to," Roxas said slowly and nodded. "Alright, I understand."

"Besides, even if they are stronger, there's only so much a lesser Nobody can do. They are intelligent only on a technical level: capable of basic thoughts and communication, but far from the same sentience as you or me. If you require complexity, you'll need to enlist from our second faction, which I'm sure you're a little more familiar with. Tell me, Roxas, what do you know of the Puella Magi?"

Roxas's eyes drifted over to the Puella Magi. A wide-rimmed white hat sat atop her head, covering green hair clumped together like noodles, freely falling just past her shoulders. She wore a short-cropped white jacket decorated with yellow embroidering along the edges over a short green dress with matching stockings. A red sash was tightened around her waist, with two small butterfly wings sprouting from the back of it. Her sturdy knee-high boots and thick gloves suggested that she was used to hard work. The word 'gardener' came to his mind, and it felt like the right word to use. Only, what was a gardener?

"Uh, well…" Roxas stuttered, thinking over Xemnas's question. "They help us out on missions, kinda like Nobodies, I guess, except they're…not? And each one seems to have their own different powers."

"And what about Soul Gems?"

Roxas stared. He faintly recalled Zexion telling him about those. "Uh, those are the source of their magic, right?" Although, he could do magic too, so does that mean he has a Soul Gem as well?

"You are right, in a general sense, but Soul Gems are so much more than just that." Xemnas turned to the Puella Magi and held out a hand. "Kiroi, if you would."

"What, why?" The girl suddenly grew tense and defensive, her hand gripping her hat. Roxas noticed the floral ornament set in it, and at its center sat a glistening greenish-yellow gem.

"It is not your place to question." Seeing the lack of cooperation, Xemnas began walking towards her. "But since you've asked, I require a demonstration."

Despite the distress growing on her face, Kiroi didn't budge and inch, which Roxas found odd. She let out a small gasp as Xemnas plucked the gem off her hat, changing shape as it was pulled further into his grasp. With that, he beckoned Roxas to come closer, allowing him a closer look. The gem retained its color, but was much more egg-shaped now and wrapped neatly in a golden encasing. Between the golden bars, where the gem stood out most were two smaller bands crisscrossing over the lower portion, and right where the bands intersected sat the Nobody's Sigil. It was strange, Roxas thought, seeing the sigil in gold as opposed to the familiar white.

"This is a Soul Gem; a heart given physical form."

"What!?" Roxas looked at the gem again in awe. This was a heart? It certainly didn't look like the ones that came out of the Heartless, but it also wasn't immediately disappearing. "So, why don't we use these? You know, to give us hearts?"

"For the same reason any heart from any single being won't do: it wouldn't be _our_ heart; an existence not our own, but based on someone else. Only Kingdom Hearts can grant us new hearts with which to form our own identity."

"Oh…" Roxas muttered sheepishly.

"Besides, for a Puella Magi, a Soul Gem is more than just her heart, it's her entire being. This is their true form. The body you see is nothing more than an empty shell for the gem—the Magi—to control." Xemnas aimed his empty hand at Kiroi and she began to move, albeit stiffly and awkwardly. She looked like she wanted to say something, but any words of protest died in her mouth, coming out as little more than chocked gurgles. Xemnas lowered his arm, and Kiroi kneeled on the ground. "And that control can be tampered with; interfered, and even severed, but that's not all. In this state, there are ways in which Puella Magi can expel their darkness and "purify" their hearts." To demonstrate, Xemnas held his hand over the Soul Gem and made a pulling motion. Roxas was surprised to see traces of darkness follow his fingers out of the gem, leaving it brighter as the darkness dissipated into the air. Kiroi's face seemed to relax ever so slightly, or at least as relieved as one can be while still tensed and apprehensive.

"They can get rid of darkness?" Roxas asked, dumbfounded. Even though he had just witnessed it himself, it was still hard to believe. "But, isn't everything made of light and darkness?" Or, in their case, equally lacking in either. "Can there even be hearts that only have one?"

"Indeed, for every light, there is darkness, and this ability is a double-edged sword." Xemnas once again cast his hand over the Soul Gem, only this time darkness seemed to be pouring _into_ it. On the ground, Kiroi began writhing and gasping, sweat forming on her brow, and as the gem grew darker and darker, the louder and more desperate her cries became. "As easily as darkness can be removed, so too is it quick to sprout and fester. As powerful as Soul Gems are, they are far more susceptible to darkness than any normal being, especially so with their own inner darkness." The gem became so dark that Roxas couldn't even see its original color anymore. It seemed to be overflowing with darkness now, and deep within the center, it almost seemed like something was…stirring. "Sadness. Anger. Hate. For a Puella Magi, such feelings can easily overwhelm them, consuming them in despair and _grief_."

In a flash, the pure black Soul Gem exploded, and chaos erupted all around. Roxas struggled to stay on his feet, watching as everything seemed to change and distort. Kiroi's now limp body was sent flying by the strong blasts of wind. The only one unaffected was Xemnas, standing stoically and unyielding against the turbulence.

Once everything finally settled down, Roxas lowered his arms only to find that he and Xemnas were no longer in Twilight Town. They were in…well, Roxas couldn't even be to describe where "here" was. The ground, the sky, everything around him made no sense. Colors and patterns were randomly plastered everywhere, shifting about. Random objects were littered about, some of which Roxas could swear were moving just to stay in his view. Much of it made no sense, but he could make out red flowers, of which there seemed to be an abundance of, and thorny vines with…scissors at the head?

Even amongst all the motion in the…space, one large movement in particular caught the corner of Roxas's eye. Lifting itself off the ground was a huge…Roxas didn't know what to call it; not even "creature" seemed appropriate. Its body was a putrid mass of writhing reds and yellows supported by multiple tiny tentacles. Its head—assuming that even was its head—was a droopy, almost mossy blob with more red flowers scattered about it. Perhaps most strange were the small butterfly wings, if only because they were strangely similar to Kiroi's.

This place. This creature. Everything about them felt unnatural, even to a Nobody. Even just staring at the monster made Roxas feel…wrong. He may not exist, but this thing felt like it was intruding upon reality itself.

"What…is that?" he slowly asked.

"Your target for today," Xemnas answered from behind him. "Now go. Show me all you have learned in up till now. Prove your worth to the Organization."

"What!?" Roxas didn't have time to argue as the monster started charging his way. He easily dodged out of the way and summoned his Keyblade. The thing was even larger than the giant Shadow Lexeaus had him fight, and a part of him worried: was he ready to fight this? Xemnas seemed to think so, and with him stuck in this weird place, it wasn't like he could run even if he wanted to. He didn't have much of a choice, so he steeled himself and charged in.

Two of those odd scissor-vines were thrown his way. Without stopping, he sidestepped the first and batted away the second with the Keyblade. With the monster now within range, he began swinging, beating away at it. The creature recoiled, almost seeming to scream as it flailed its head, slamming into Roxas and sending him flying before crashing into the ground on his back. Before he could get up, he was beset by another pair of scissors. Roxas reflexively held up his Keyblade, jamming it into the crevasse to hold back the blades. The scissors fought hard, trying to twist his weapon out of his hands, and the thorny vine attached to it whipped about, bashing against his lower torso and legs. His coat seemed to at least be protecting him from getting punctured by the thorns, but any relief from the pain of being cut was replaced by blunt bruising from heavy and narrow jabs.

Roxas struggled to shake the scissors off him, but to no avail. At the edge of his vision, he could see the monster getting closer and closer, only adding to the pressure. In a fit of desperation, he flexed the Keyblade, tossing the scissors to the side momentarily and giving him a free hand to prep a spell. He launched a fistful of fire at the scissors, and while it seemed mostly undamaged from the magic, it recoiled ever so slightly, lightening up enough for Roxas to completely throw it off and retaliate, cutting it clean through just in time to block another of the creature's head smashes. He just barely managed to hold his ground, and as he went to counterattack, he was surprised to see the monster nimbly dodge away. It darted away, running up along the walls with unexpected agility, given the monster's size and shape.

Roxas aimed his Keyblade and shot out more fireballs, only for none of them to hit the mark. They were homing in on it perfectly fine, but the monster kept outrunning the fire until they uselessly fizzled out, and all the while, Roxas had to fend off more scissor-vines between volleys. Just how was he supposed to beat the monster like this? He looked over to Xemnas, giving him a pleading look for help, a hint—anything!—but the Superior merely watched him, not even moving an inch. Any scissor-vines that tried to attack him were repelled by a barrier.

The monster suddenly launched itself off the wall, plummeting down towards Roxas. He scrambled to get out of the way, narrowly avoiding being crushed, and again it ran off before he could strike it.

"What am I supposed to do!?"Roxas yelled in frustration, futilely shooting another fireball that failed to catch the monster. He needed magic to hit this thing, but fire was just too slow. He needed something quicker…

He needed something faster…

Something _lighter_ …

The Keyblade emitted a soft glow, and Roxas stared. What was it doing? He felt something almost tugging at him…nudging him to try again. He reluctantly followed the urge, unleashing another spell. However, as the magic left the Keyblade, it wasn't fire that shot out, but a small orb of light. The orb flew off toward the monster at incredible speed—far faster than any of his fire spells—and just barely grazed past the monster, impacting the wall and leaving a small hole.

Roxas looked down at the Keyblade in disbelief. Did he just learn a new spell? Well, he wasn't going to complain; not with how close that light got. He let loose more orbs, one after another, at the monster. It was still able to dodge most of the orbs, but some did manage to hit their mark, making the monster briefly stumble and slow before picking up momentum again. The light orbs had the speed, but didn't seem to track as well as fire. If he aimed just a little ahead, where the monster _will_ be…

The next barrage was much more accurate. With so many spells pelting it, the monster lost all speed and tumbled down hard to the ground. Roxas quickly closed the distance, striking at its vulnerable head. The monster squirmed, trying to recover and regain its distance, but between the Keyblade and his new light spell, Roxas was able to keep on top of it. He aimed at the flowers at its head, cutting them away. With every flower it lost, the monster's eerie screams grew increasingly shrill, and its movements slower and more lethargic. With one final strike, Roxas stabbed the Keyblade into the near-bare head. Dark energy burst from the wound like water from a dam. The monster's body darkened and dissolved into the erupting mist, now flying out in all directions before dissipating completely.

The air distorted again, and to Roxas's relief, the strange space faded, giving way to the hilltop park they were initially taken from. With the rush of battle gone and adrenaline fading, the exhaustion from the fight finally caught up to him. His breathing grew heavy and his posture slumped. Between the beating he took and the amount of magic he used, he was ready to drop. Spotting a nearby bench, Roxas slowly hobbled over to it and took a seat. From there he noticed Xemnas crouched down, like he was picking something up.

"Are you gonna tell me…what that thing was?" Roxas asked between breathes.

Xemnas rose up, looking over his shoulder at Roxas. "A Puella Magi, consumed by her own darkness."

"So…a Heartless?" Somehow, Roxas doubted that. Heartless didn't feel like _that_.

"In a certain perspective, but just as Puella Magi differ from us, so too are Witches separate from Heartless. In terms of power, they are typically stronger than most Heartless you will find, and retain an intelligence not unlike that of lesser Nobodies. Through their mere existence, they can create miniature worlds within the folds of reality; a space that bends to a Witch's every whim. Anyone who finds themselves within a Witch's Labyrinth usually never returns."

"So that place…was a Labyrinth?"

Xemnas nodded. "The Witch you fought was only newly born, so its Labyrinth was small and lacked any minions to serve and protect their creator."

Roxas stared, mouth agape. _You mean that place could have been_ worse _?_

"A Witch's power—and Labyrinth—grows with time and energy, energy it takes from the victims it lures in, and it is that that differentiates them from Heartless. Unlike Heartless, Witches remember the life they had before. Scattered and fragmented, but remembered nonetheless. They are plagued by the cruelties they suffered in life—their blackened hearts quivering with hatred, burning with rage, scarred by envy—and seek revenge against the worlds that made them suffer so. They take root, spreading their reach out to anyone they can get ahold of, subtly cultivating their hearts so they may feel the same suffering they did." Xemnas held out his arm, opening his hand to show Roxas what he held. "And thus does the Soul Gem become a Grief Seed."

The object in Xemnas's palm was small, round, and black. There was hardly anything left of the Soul Gem it used to be, save a few familiar patterns within the silver encasing. The now-spherical gem—if it could even be called that anymore—seemed to have lost the Nobody Sigil, and now rested atop an elongated symbol of the Heartless. Strangely, the seed stood perfectly straight on needlepoint, against the very tip of the symbol.

"Grief Seeds play a very important role," Xemnas continued. "Both for us and the Puella Magi. The hearts Witches touch are opened to darkness, making it easier for them to succumb and become Heartless. However, keep a Witch active for too long, and we risk disrupting the balance of a world, possibly even losing it completely. That's where the Puella Magi come in, hunting down Witches that have overstayed their welcome."

 _They have to fight those things on a regular basis?_ Not to mention those Witches would be much more powerful with access to reinforcements. Roxas's muscles ached at the thought.

"It's a delicate balance to maintain: we need the Witch and their power to corrupt, while the Puella Magi need the seed, lest they become the very creatures they were designed to hunt. Speaking of which…" Xemnas's gaze drifted toward Kiroi, her body sprawled across the ground.

 _Oh, right._ Amidst the chaos of battle, Roxas had completely forgotten about her. "You ok, Kiroi?" He asked loudly, except…

 _Wait, the gem's the actual girl, controlling the body…but the gem turned into the Witch, so…what happens to the body?_

As if in response to his question, Kiroi's body started convulsing, spazzing about as it began to change. The body grew paler, and its limbs seemed to be growing out. Hands and feet became longer and narrower, fusing with the arms and legs and losing shape completely. Clothing and skin—the former having somehow changed from what she was wearing before—became harder and harder to differentiate, merging together as the color was drained from both, leaving behind nothing but white. Any facial details disappeared completely, leaving only a gaping maw of a mouth with a zipper growing out of the corner. The two Nobodies blankly watched as the body finished its transformation into a Dusk.

"Even the loss of a heart is not the end of a Puella Magi's service, but a new beginning. Never forget, Roxas: from the moment of their creation, a Puella Magi's fate will be forever tied to the Organization. That is the contract they agreed to."

Something about what the Superior said caught Roxas's attention. "Created? What do you mean by that? And…what was that about being "designed" to hunt Witches?"

"That is enough for today," Xemnas said bluntly. "This mission was meant to introduce you to Witches and both the threat and boon they carry. While you will never be forced to fight Witches after today, it is still important for you to get a taste of their power and understand the danger. After all, we wouldn't want to lose such a valuable asset to something as trivial as an ill-placed Labyrinth. You are free to fight or flee from any Witch you find in the future; we will not condone you for either, but keep in mind a Greif Seed is next to useless for Nobodies." Xemnas conjured a corridor of darkness. "Now let us return."

"Wait!" Roxas called out, rising from his seat. To his relief, Xemnas did stop from completely entering the portal. "Can you at least tell me this: what was that light magic I used? Where did that come from?"

"…In some worlds, warriors wield a similar spell to the one you used. They call it Pearl," Xemnas slowly answered. "As for where, well…only through adversity does latent power awaken. You are simply beginning to tap into your element. Keep seeking challenges, and the light you command will only become stronger." With those final words, Xemnas disappeared into the portal.

Roxas slowly made his way over to it as well. His eyes drifted over to the newly-formed Dusk, now alert and on its feet.

 _Command through thoughts, huh?_ Roxas focused his mind, mentally telling the Nobody to return to the castle. After a brief moment, the Dusk disappeared from sight, presumably obeying his orders.

With nothing left to do, Roxas went into the portal to return to the castle, wondering all the while if he was leaving with more questions than answers.

* * *

Roxas brought down his Keyblade, taking out the final Heartless. He and Axel then hurried over to the nearest back-alley to regroup. Already he could faintly hear life returning to the road they just left as the townsfolk cautiously emerged from their homes.

"Well, I'd say that's enough for one day," said Axel. "More than enough, really. Whose bright idea was it to tell you to be an overachiever?"

Before Roxas could reply, a girl dropped down from above, clad in blacks and blues. "Three people heading this way, and quickly," she stated.

"Roxas, hide!"

"Wait, what?" Axel pressed himself against a shaded corner and the girl vanished into thin air, but Roxas didn't react in time as three kids rushed past him. There were some quick mutterings of "sorry" as they ran by, disappearing as quickly as they came.

With the coast clear, Axel stepped out of the shadows. "That was close. Good thing they didn't really seem to notice you."

"What was that all about?" Roxas asked, bewildered.

"Ah, just some kids who live here. Not really anyone important, at least not to us."

"Hmm…" It was the first time Roxas had seen a whole person before. Compared to Nobodies or Puella Magi, there was definitely something…different about them. "Do they all act that way?"

Axel raised an eyebrow. "What do you mean?"

"Like running around chasing each other, and making all that noise." Those kinds of things went against much of what the Organization taught Roxas, and just seemed like a waste of energy.

"Well…yeah, I guess. That's just what people with hearts do."

"Hearts…" Roxas muttered. So it really was because of those. Would he be acting like that if he had one?

Axel turned toward the Magi, who had reappeared just as silently as she had left. "Hey Okuni, why don't you head back to the castle?"

"What about you?" Okuni asked before immediately becoming self-conscious, suddenly remembering who she was talking to. "I-if you don't mind my asking…my lord."

"We're just going to finish up a few things. Off-mission stuff—nothing you need to concern yourself with. Just get Saix that report and you'll be free to…do whatever it is you do."

Okuni was skeptical, but didn't argue, vanishing into a corridor of darkness.

"So…what exactly do we have to 'finish up'?" asked a confused Roxas.

"What, got something planned?"

"Not…really. I was just going to report to Saix and go back to my room."

"Go to your...?" Axel said incredulously. "Oh, Roxas, Roxas…c'mon, we're geting some ice cream."

"Why?" It wasn't like he was going to say no, but…

"Why? Because there's more to life than just bouncing between mission and castle! You need to learn to cut loose every once in a while; got it memorized?" Axel clasped Roxas's shoulder, pushing him forward. He led them through the town, buying two bars of ice cream and climbing up the clock tower. The two sat along the edge taking bites out of their treats, watching the ever-present sunset and the occasional passerby below them.

"You know, I think I could get used to this," Axel outwardly mused. "So what do ya say, Roxas? After each mission, how about we meet up here, have some ice cream and unwind?"

"Yeah, I guess so," Roxas answered between bites. It was certainly an unusual flavor, but he was growing to like it. There was, however, one thing tickling the back of his mind. "But…it's just…why did you bring me here? I mean, I don't mind, but if this is what you meant by "cutting loose", I don't see why you needed me."

"It's not that I _needed_ to, I wanted to bring you here."

Roxas's head cocked to the side. "O…kay? But _why_?"

"Why? Uh, well…because…" Axel looked away sheepishly. Roxas had to strain to hear when he answered, quietly saying "Because we're friends."

"Friends…?" Roxas tested the word out. "What are those?"

"Well, friends are…uh, hmm…well, they…er…" Axel tried to explain, but found himself at a loss for words. Roxas patiently waited as Axel took a bite of ice cream, his face scrunching in concentration. Down below, the three kids from earlier were running around the plaza, though for what reason neither of them could fathom. At the very least, Axel seemed to find some inspiration from watching them. "The best way I can describe it is down there. Those three are friends, I'm pretty sure."

Roxas looked down at them dubiously. First Axel said they were friends, but now those guys are? "I don't get it."

"Look, friends are…people you…like to be around." Axel again struggled to find the right words, but managed to push through. "They're…people you _want_ to do things with, not just because someone forced you to."

"So the others—the Nobodies, the Puella Magi…aren't friends?"

"Well, it's not that they _can't_ be, but I doubt they think of you as one. They're more like coworkers, or comrades. They're people you work alongside to complete missions, but friends are different—they're who you're with outside missions, not cooperating or commanding, but just _doing_. Friends do things like talking about random stuff, or eating ice cream together."

"…Or sitting on top of a clock tower?"

"Exactly!" Axel bit down on his stick, pulling off the last bit of ice cream.

"Huh…" Roxas pondered, his eyes lazily drifted downward again toward the three "friends", one of which seemed to be trying to keep up with the other two. "Axel? Do we have to run around and shout like that too? Because I don't really want to do that."

Axel snickered. "Naw, we'll leave that to those guys. We can just stick to the ice cream, alright?"

"Yeah." The concept was still a bit confusing as Roxas took his last few bites.

 _But…I suppose it won't be so bad, being a "friend"._

* * *

Saix glared at the corridor of darkness that appeared in the Grey Area, his arms crossed as Axel and Roxas passed through it.

"You're late. Care to explain why that is, or why a Puella Magi reported back here—alone—saying that you two were 'on your way'?"

"Hey, we finished our mission. A couple'a Heartless just gave us the slip, and Roxas here insisted we finish the job," replied Axel, speaking just a bit louder and more forceful when a confused Roxas was about to speak up. "I figured we didn't need to waste Okuni's time while we cleaned up our mess, but don't worry—every Heartless Roxas took out are accounted for in the report, even the ones we had to chase down."

"Is that so?" Saix leered, unconvinced. "I certainly hope our number thirteen isn't picking up any of your bad habits."

"What? Of course not," Axel assured him. "Strictly business, nothing more. Speaking of, there was something else you wanted me to show him, right? Let's get on that." Axel hastily left, dragging Roxas behind him. Saix shook his head, but said no more.

The two Nobodies went to the other side of the room, to a pedestal stationed not far off from the entrance. "Jeez, that was close. Guy just needs to chill out…" Axel whispered. "Anyway, here it is: the Contract Registry. You'll probably start being sent out on solo missions pretty soon. At that point, you'll get to decide which Magi you want to take with you—if you even want to take one along; that'll be your choice. This database lists every Puella Magi serving the Organization, giving info such as magical ability, weapon specialty, temperament, that kind of thing. Basically, this thing's here to help you know what you're getting into."

Roxas tentatively reached out to the glowing panel on top, tapping the screen and flipping through a few entries. "How do you know which one to pick?"

"Time and practice, mostly. Of course, you could always just go for one of the top ten, but good luck getting one that's free."

"The…what?"

Axel navigated through the screen, bringing up a short list with ten names. "The top ten. The Puella Magi tend to keep a running tally of who's the best of the best amongst themselves, and we just go with what they decide because…why not, right? Each one's an accomplished veteran, experienced fighters, and masters at their own unique talents. These girls have all proven themselves to the Organization, enough that the Superior trusts them with important tasks that would be otherwise impossible for us Nobodies. However, that, combined with their unofficial duties overseeing the other Puella Magi leaves little opportunity for us to request them."

Roxas read over the list, one name standing out. "Ma…Mami?" _That seems familiar…_

"Yeah, you remember her, right? Blonde hair, curled at the sides?" Roxas nodded in response. "Number three on the list. A good one, to be sure, and, uh…well, she's something else in a fight, I'll say that much. Now let's see…" Axel scanned the list his expression growing perplexed the further down he got. "Lilian? That's new, but where is…ugh, don't tell me…"

"What's wrong?"

"Tracey. She's a…a personal recommendation, I guess you could say. For her not to show up, she either died or fell to darkness. Didn't think she was the kind to let either happen to her."

 _Fell to darkness...become a Witch._ Roxas tried to suppress that memory. "So, if Mami's three, then who's number one?" he asked.

"Rapunzel," Axel answered with no hesitation. "Easily one of—if not _the_ —strongest Puella Magi we currently have, and at this point probably the oldest as well, sticking it out for…five years now? She practically leads the other Magi for us. Fitting, I guess, for an ex-princess."

"A what?"

"You know, royalty. Nobility. That kind of thing," Axel answered, but only served to confuse Roxas further. Axel pushed some more buttons, bringing them back to the original screen and making the list grow much, much longer. "Anyway, for our purposes, the masses will work just as well as the ten. We'll have more variety that way."

Roxas looked at the numerous names filling the screen, and something told him this wasn't all; far from it. "Just how many Magi do we have, exactly?"

Axel scratched his head. "Well, between the ones here and those stationed across other worlds, I'd say a couple hundred, on average. About four…maybe five, I think."

"Didn't get the number memorized, huh?" Roxas chuckled.

"Oh, like you could do better. We have Magi coming and going on an almost daily basis. Keeping track of the exact number would be difficult, not to mention tedious. If you're willing to do that, then you can go 'round riding that high-horse."

"Ride a…what?"

Axel sighed. "Still a bit of a zombie, I see. Oh well, least you got the gist of this, right? How about next time we're partnered, you can choose the girl?"

"Um, ok...how do I do that?" The console didn't seem to have anything that could call the Magi, at least as far as Roxas could tell.

"Just send out a Dusk," said Axel. After a moment, though, he raised an eyebrow, staring at Roxas dubiously. "You do know how to do _that_ , right?" Roxas nodded in response.

Across the way, a Corridor of Darkness opened up, with two Puella Magi coming through: a red one, and a black…

 _Hold on,_ Roxas thought. _She seems familiar._

It took him a moment, but he did recognize the cold eyes of the black-haired girl. Her name, however, eluded him, as he recalled Marluxia calling her multiple different things.

"Uh, Axel? What about her?" He impulsively asked.

"Who? Homura? Uh…" Axel hesitated. "Honestly, I'm not entirely sure. Heck, I don't any of the Organization really knows what her deal is. Let's see…" He searched through the database, bringing up Homura's entry. "Yep, thought so. Just a bunch of maybe's and probably's. About the only we know for sure is her arsenal."

Homura and the other girl began walking their way, their business with Saix concluded. She gave the two of them a passive glance, cold and indifferent.

"Ah, Homura! Welcome back." Luxord strolled into the room, right up to the girl in question. "How are things today? Mission go well, I presume?"

Homura's eyes narrowed with a seething intensity. Even though he only saw it from the side, Roxas knew he did not want to be caught under that very Saix-like glare. "Just finished. We're done for today," she spoke with barely restrained hostility and left before Luxord could say any more.

"I'm gonna suggest you don't pick her," whispered Axel. "Judging by her record, she's a good fighter, but that attitude—yeesh. Still, for how much she seems to loathe us, at least _she's_ smart enough to know that running would be even worse." With that, Axel began to leave, half-heartedly waving behind him as he passed Roxas. "Anyways, see ya around, Roxas. Oh, and don't forget about what I told you tomorrow."

"Right, tomorrow." Roxas quietly repeated, following Axel's lead and leaving the Grey Area to head back to his room.

* * *

"Well that was…odd."

"What?" Homura asked irritably.

"It's just that, Luxord usually isn't so cordial with Puella Magi, not unless you're playing one of his games or he wants something from you." The redheaded Magical Girl Nira put a finger to her chin in thought. Her cape fluttered behind her as she followed Homura. "Hmm, you don't think he wanted something from _you_ , do you?"

"Who knows?" said Homura, knowing full well what he was trying to do. The arrogant fool was no doubt taunting her. For a self-proclaimed high-class gambler, he was an awfully sore winner.

"Yeah, I guess you're right. Nobodies are just so hard to read, you know? I can never seem to figure out what their doing until I'm already wrapped up in their plans." Nira laughed, but when Homura didn't join in, her laughter grew awkward and quickly petered out. "Um, a-anyway, thanks for coming with me."

Homura didn't respond. After all, what was she supposed to say? 'You're welcome?' 'My pleasure?' None of those would have been true in the slightest. In truth, their mission today had been nothing but a giant waste of time. All Homura needed was a moment—a single _instant_ —alone and she could have at least done a little investigating, but Nira was clingy, infuriatingly so, sticking to her side like glue, never giving her that chance. On top of that, her combat skills were near useless, forcing Homura to essentially fight their target Witch all by herself. Not that that was an issue, but having to worry about deadweight only further irritated her. Nira's excuse was that she needed to conserve her magic until she had the Greif Seed, but she similarly struggled against Familiars and even the few Heartless that crossed their path. There was no denying, if this were the old world—the _real_ world—Nira wouldn't have lasted long, either getting killed by a Witch or picked off by another, stronger, Magical Girl. She probably wouldn't have even survived long enough to worry about succumbing to despair.

Determined to not let the day be completely squandered, Homura picked up her pace, hastening to both get out of the castle, and—perhaps more importantly, keep Nira on her toes, distracting her with keeping up and giving her little room for further conversation. The sooner Homura got back to the city, the sooner she could be rid of the girl and get back to her own matters.

They took the transporter and arrived in the skyscraper lobby. It was a little less crowded than usual, but still had plenty of girls going about their business. Stiltzkin floated behind his counter, chatting with some customers. Near the entrance, a girl with short dark-brown hair was taking down papers from a bulletin board, replacing older, completed mission posts with newer ones. Homura headed outside, finally escaping from Nira, and noticed a strange gathering outside. There were about twenty girls just standing around, staring up at the sky. Homura walked past them, intent on ignoring them, but one girl's mutterings caught her attention.

"I haven't seen the sky this full in so long…"

Out of curiosity, Homura glanced upward. This was one of the rare times where the dark clouds covering the city disappeared, giving a clear view of the eternal night sky. However, this time was different, and Homura had to agree: although she couldn't exactly recall what the other instances of clear skies were like, they definitely weren't as bright as this. There were so many stars blinking in the sky; not even the nights in Mitakihara were like this. It was beautiful, but Homura didn't linger long, soon continuing on her way and inadvertently eavesdropping on a few more whisperings.

"The stars…they're back…"

* * *

A/N: Ah, the Rose garden Witch. I poured through whatever information I could find, but didn't see much about the girl that preceded Gertrud. Maybe a few shadows and silhouettes that _might_ be her, but that wasn't good enough. Not even a name, as far as I could tell, so it was time to get creative for a character with a very brief appearance. It was interesting trying to compare Gertrud to other Witches with girls we do know of and figure just what kind of magical girl would have resulted in Gertrud's creation.

If anyone's curious about Xemnas's ability to forcefully induce a Witch, remember that he does have the power to turn Org. members into Dusks. Granted, we never actually see that ability used, but I figured that power would naturally extend to the Puella Magi as well.

I really appreciate how meticulous Days can be with its timeline. Makes it easy for me to plan out how and when things will play out down to the day. Too bad the same can't be said for the other games. All I know is that Chain of Memories takes place about three weeks in. Before that it's a bit of a guessing game.


	10. Chapter 9

**Puella Magi Contract Registry**

 **Name:** Kyoko Sakura

 **Weapon** : Spear

 **Power:** Illusion conjuration*, barrier generation

 **Home world:** Earth γ—Mitakihara City

Wished for people to listen to her father's sermons. Raised in a failing church, she mostly lived in poverty. After her wish, her family managed to become somewhat successful, but soon fell to ruin after the Sakura Cult Incident. After losing her family, her demeanor changed greatly.

*It is suspected subject may have lost this ability. Have yet for clear confirmation.

 **Additional notes:** "A natural hunter if I've ever seen one. A bit too much personality for my liking, but she gets the job done."

"She is…effective. If I had to, I'd say she's comparable to a hammer: powerful and straightforward, but not very tactful. Espionage and other such subtle tasks are definitely not her strong suit."

"Everyone else can say she's a pain in the butt—hell, I'll say it too: she's a real pain in the butt. But you cannot deny her ability. She can fight with the best of them, chewing up anything that gets in her path and spitting them out. Plus, she's one of the few girls that doesn't let things like "ethics" or "morals" get in the way of things. We can probably thank her family's death for that."

"A girl who has lost her innate ability and replaced it with an entirely different one. I must say I find this phenomenon quite intriguing. Could this have something to do with the tragedy that befell her family? Or was it her sudden change in personality? Their magic is tied to their heart, so perhaps a drastic enough change in one has influenced the other. Would that I could look deeper into such a possibility, difficult though it may be. I'd have to work around their fragile temperaments, but I believe an experiment may be in order."

"Kyoko has some real talent. She says she's been practicing for years, and boy, does it show. I've never to too big on pianos, but the way she plays those keys is otherworldly. She can harmonize with my tunes so well, and I…wait…Sakura? Oh, that one…that one's scary."

Chapter 9

A meeting was called, and the Round Room filled up as thirteen Nobodies took their thrones and one little alien wandered about the central dais below.

"Good tidings, friends," Xemnas announced, beginning the meeting. "As some of you may have already discovered, there has recently been a massive shift in the Realm of Light. The mass effusion of Heartless has been deterred, their number having significantly lessened as much of their force has been driven back to the Realm of Darkness."

"Does that mean…the Door to Darkness has been closed?" asked Zexion.

"Yes," Saix nodded. "Locked from both sides, from what we understand. It won't completely stop the Heartless—they'll just find other ways to enter the worlds, but at least now the Realm of Light won't be completely engulfed."

Larxene scoffed, lazing about in her seat. "And why does that matter? Since when have we cared about the worlds?"

 _'Personally, I would have as many worlds remain untarnished by Heartless as possible,'_ the Incubator chimed in. _'We still need more energy, and we cannot create Magical Girls out of Heartless.'_

"More importantly," said Xigbar, ignoring the alien. "We need Heartless in the Realm of Light. Roxas here can't collect us hearts if everything's swallowed by darkness."

Demyx tilted his head, propping it up against a hand as he thought. "Couldn't we just send Roxas to collect hearts in the Realm of Darkness? What difference does it make?"

"You would have him fight on _their_ turf?" Marluxia asked incredulously. "The Heartless are far stronger in their own realm, unhindered by the light. As things stand, Roxas wouldn't stand a chance there." He turned to the young Nobody. "No offense, Roxas. You are just not ready for that kind of darkness, at least not yet."

"Not to mention it'd be nothing but Purebloods there," Xaldin added. "Emblems may be creatures of darkness, but were creations of the light. Sending him there would be a pointless endeavor."

"Indeed, that is why the continued existence of the worlds is integral for us," Xemnas spoke up again. "That being said, it is not our place to interfere with the endless struggle between light and dark, but merely to use whatever results in their wake to the fullest. And thus do we come to our next point: due to the closing of the Door, many hearts once ensnared by darkness have been restored, both of people, and worlds. It is imperative we investigate these worlds immediately, gather intelligence, and begin creating footholds if possible. You had all best prepare for plenty of reconnaissance in the coming days."

A few groans rang out, but Roxas looked on with the faintest traces of intrigue. "You mean…we get to go to other worlds?"

"Not you, Roxas," Saix answered. "Your mission remains unchanged. You'll continue collecting hearts in Twilight Town. We've also prepared some exercises here at the castle to test your abilities, which I'd recommend undertaking within the next few days."

"Oh…" Roxas looked down, dejected.

"So then," Xemnas began wrapping up. "You all have your mission. Saix has compiled a preliminary list of worlds that would have returned, but the Realm of Light is vast. For now, we'll allow free exploration, so long as you all report back what you find. You're all dismissed."

* * *

Homura suppressed a sigh, irritated but patiently waiting in the line leading to the transporter. It could only take so many people at once, but at least it did so quickly, and the line was moving at a decent pace. The congestion wasn't surprising though, considering many worlds had apparently come back. The boards were overflowing with missions, most of them reconnaissance, and so many girls were eager to head out today.

"She runs a small café in the south side of town. You'll know her as soon as you see her."

"If I remember right, they'll probably be in service around this time. Just, please, take a look for me?"

"You may have to sneak past the guards, but if you could, please? I need to know if my family's all right."

"My baby brother. Please find him! If anything's happened to him…"

Girls were nosily chatting all around Homura, asking favors of one another to locate once-missing loved ones in their stead. It probably pained them that the Organization wouldn't let them visit their own world to see for themselves, and Homura could sympathize with that. She herself would jump at the chance to see Madoka again, despite the risks, or perhaps _because_ of the risks. Kyubey would find her sooner or later, if he hadn't already, and as bad as their old fate had been, this was perhaps even worse. She hated the idea of Madoka being forced under the Organization; the only solace she could take was that she would know as soon as it happened, and thankfully she's seen no sign of her. Not yet.

Finally, Homura managed to get on the transporter and arrived at the castle. It wasn't that she wanted to go out on mission, she just didn't have a choice in the matter today. As she walked into the Grey Area, she spotted the one who called her sitting on one of the sofas.

Xaldin noticed her approach, looking up from his book. "So you've arrived."

"Let's just get this over with," Homura said brusquely.

Xaldin gave a very half-hearted chuckle. "You're eager, but we shan't depart just yet. We still await one more."

Out of the corner of her eye, Homura saw Roxas just as he vanished into a Corridor of Darkness. So, it wasn't the young Nobody they were waiting for. Another Magical Girl, then? While Organization members could bring multiple girls for a mission, the only one she'd seen actually do that was Demyx, who seemed to love taking the maximum allowance of four every chance he got.

With Xaldin giving no indication of moving, Homura reluctantly sat in one of the adjoining seats, quietly watching as Saix sent off wave after wave of Magical Girls. Minutes ticked by, and as… _whoever_ they were waiting on still failed to show, Homura found it curious how calm Xaldin was. The dreadlocked Nobody didn't even show the slightest hint of irritation. In fact, it seemed strange how the Organization—for how high-and-mighty they acted—were all content to simply wait for the Magical Girls they called upon. Sure, some of the more volatile would sometimes complain, but they still waited around like the rest. It's not like they ever came down to the city themselves.

A flash of red caught Homura's attention as Kyoko entered the room. She glanced around before heading their way with one eyebrow raised and a hint of a sneer on her lips. "Ok, what the hell is this, Xaldin?"

Xaldin snapped shut his book and rose. "And greetings to you too, Sakura. So good you finally decided to join us. I was beginning to worry that you'd never show up, what with how late you are."

"Yeah, yeah. Whatever." Kyoko waved a hand dismissively. "But seriously, what is this? You doubling up now?"

"Like your assistance, my reasons are twofold, but before I indulge your curiosity, let us be off already." Without another word, Xaldin created a Corridor of Darkness and stepped through it. Kyoko gave Homura a sideways, scrutinizing glance before charging in too, with Homura following behind.

The three emerged into a shaded wood, where the trees began to thin and gave way to open field. Off in the distance, small buildings were clumped together, with small plumes of smokes rising from the occasional roof.

"Huh, kinda looks like Rho," said Kyoko. She craned her neck back and looked over her shoulder. "So, we headin' down there or what?"

"No. That is just a little town, filled with naught but little people. It'll be good to remember, but our objective lies elsewhere, and won't be so simple to locate." Xaldin's gaze drifted off to the depths of the woods. "Somewhere within here should lie a land forgotten by time, most likely through some arcane means. With your skills, you should be able to lead us right to it, no matter what kind of magic hides it."

Kyoko gave a small nod of acknowledgment and the Soul Gem embedded in her chest momentarily lit up. "Hmm…well, I'm not picking up anything now."

"Unsurprising. You'll take point and lead the way until you do. Akemi, you cover her. I'll scout around the area." Xaldin turned and began walking.

"Hey, hold it!" Kyoko shouted. "What was that 'twofold' nonsense you were on about? I get me, but what do ya need the newbie for?"

Homura's eyes narrowed slightly. It'd been over two week, she could hardly be considered new anymore. Not to mention there had been other girls brought in since then, but she didn't comment.

Xaldin stopped, turning his head back to them. "You're here out of necessity; Homura is here for assessment. You, Ms. Akemi, have been with us for a while now. You've had time to learn, time to grow. I feel now is the time to evaluate your progress, and stamp out any bad habits you may be developing. You may think of this as a training exercise if you wish, as I will help mold you into a warrior worthy of serving the Organization. That is, if this world still houses suitable targets to practice against. We shall soon see." He crouched down. A gust of wind wrapped around him, and when he leapt, he soared through the trees and out of sight.

"Well, guess that's that," Kyoko said after a moment. "Let's just get this done, and _try_ to stay out of my way, Newbie." The two girls strode into the woods as silence grew between them. With no direction to go, they just kind of wandered in a straight line.

The silence gave Homura time to think. Even though by all accounts, Kyoko was compliant with the Organization, she still couldn't accept that the redhead would just willingly go along with this like most of the others. Kyoko was just too rebellious and free-spirited for that. However, it was also difficult to imagine soft-hearted Mami being able to cope with the truth about Witches, but there was the rare timeline where she did, this one included, it seemed. Perhaps this Kyoko was similarly different, or perhaps she was waiting for the right moment to strike, like Homura was. If that was the case, then getting Kyoko on her side—even as a tentative ally—could prove useful down the line, but she'd have to be cautious. It'd be far too risky to talk about attacking the Organization before figuring out where Kyoko's allegiances lie, however begrudging they may be.

Another matter piqued Homura's curiosity as well, and this one she didn't need to be subtle about. "What kind of skills was he talking about?"

Kyoko turned toward her, her expression a mixture of annoyance and puzzlement. "What?"

"The reason you're here is because he needed your skills. I take it that has something to do with your personal magic, something no one else could do." Xaldin mentioned locating something magically hidden; an illusion probably. Perhaps this Kyoko managed to hold onto her illusion magic, but even if she could conjure them didn't mean she could detect them, right? Then again, Kyoko reawakening to the full extent of her powers was such a rare occurrence that Homura couldn't rule out the possibility.

"Oh, you don't know, huh?" Kyoko's smirk grew wide. "Guess I shouldn't be surprised. It's not like any of _them_ would admit it. I happen to be one of the best trackers in the force, _and_ I didn't even need the contract to learn how, unlike some others. That ability's nothing but natural talent; as long as it's got some sort of magic to it, I can find it, and way faster than anyone else to boot."

"Really? A magical signature? Anyone can track those." And in Homura's experience, Souls Gems picked up on those energies at about the same range, regardless of the girls' strength.

"You're just relying on your Soul Gem. That only gets you so far." A light breeze blew, carrying with it a couple scattered leaves. Kyoko froze as she carefully examined their surroundings. "Alright, we're definitely on the right track now."

"How can you tell?" Homura checked her Soul Gem, but didn't sense anything magical.

"Because I'm just that awesome." That earned her a look of irritation from Homura, but Kyoko took it in stride. "Like I said, I have my ways, and like hell if I'm just gonna spill my secrets to someone like _you_."

Homura stared, but eventually relented. "Fine." She brushed back her wind-swept hair. "Let's get moving."

Kyoko looked like she was about to respond, but froze again as something caught her attention. "That smell…" she muttered, growing tense. She summoned her spear, poised to strike. "Watch out, Newbie! We've got company!"

Homura drew her weapon as Heartless started showing up. Unfortunately, the majority of them were emblems, with only a couple Shadows here and there. Small Soldiers were accompanied by large, rotund brutes and nimble, winged creatures. But before anyone could react, a cluster of blue lances plunged down from the sky, staggering many of the Heartless, if not blowing them away entirely. Xaldin floated down, his lances returning to his side.

"Even after restoration, it seems the worlds weren't fully expunged of darkness," the Whirlwind Lancer mused. "Sakura, with me! Akemi, support!" He shouted and launched himself into battle. Kyoko shot forward after him and Homura took the Nobody's advice, staying back and shooting from afar.

Kyoko fought as ferociously as she always had, unleashing powerful thrusts and swipes with her spear in close range and masterfully separating her weapon into chained segments when her opponents were one too many or just out of range. The speed and strength of her attacks were equally matched by the hurricane of lances Xaldin wielded. And yet, for as strong as he was, he seemed to be doing… _less_ than the other Nobodies. Not weaker, just that he appeared less aggressive and his attacks weren't doing as much as Homura felt they should. She figured he must be holding back, not just from the way he fought, but because of how he kept shouting at her.

"Keep your knees bent, Akemi! Be ready to move at any given moment! Don't stay in one spot for too long!"

All throughout the fight he kept it up, shouting at her like a drill sergeant.

"You have the advantage in range! You control the battlefield, but only so long as you command the tide of battle!"

He wasn't even trying to defeat the Heartless. The only times he attacked were merely in retaliation when one came his way.

"You must be a leaf on the wind: ever shifting, ever flowing! Keep on your toes to keep the enemy off-balance!"

When the last of the Heartless finally faded away, Homura was sure it was Kyoko and herself who did most of the work, even if she didn't keep count.

"Hmm…most curious," Xaldin muttered, dismissing his weapons and surveying the impromptu battleground. Many small craters now dotted ground, churning up dirt and plant-life alike. Some of the nearby trees suffered from missing leaves or even entire branches, their remnants strewn across the ground. "Akemi, you're used to fighting alone, aren't you?" Xaldin kept his eyes forward, not even turning to look at the girls. "Am I correct to assume you're accustomed to fending for yourself, perhaps even before you made your contract?"

"What are you getting at?" Homura asked cautiously.

"You are fully able to work alongside allies, but you don't work _with_ them. You put priority on destroying the enemy. Effective, to be sure, but as someone who fights long-range—someone who can see a battle for its entirety—you must also be aware of your partners and provide aid when necessary. I told you to provide support, but what did you do when that Large Body rammed Kyoko?"

"Hey, watch it…" Kyoko growled, nursing a bruised shoulder.

"A well-placed shot could have mitigated the damage, perhaps even averted it. You'd do well to learn to coordinate your attacks. After all—as I understand it, teamwork plays a large role for you Puella Magi."

"Is that supposed to be empathy?" Homura retorted. "What do you care, so long as it gets the job done?"

Xaldin turned his head, regarding her with a hard stare. "I suppose I can't argue with that logic, but that just makes it all the more intriguing. To achieve results, no matter the means; what a very…Nobody-like response." He moved his attention over to Kyoko. "So what's our status?"

"I've picked up a trail."

"Can you pinpoint its location yet?"

"Not yet. I just know it's somewhere…that-a-way." Kyoko pointed in the direction they were heading.

"Very well," Xaldin nodded. "Continue as per instructed. I shall come if you need me again." Once again, Xaldin flew off into the surrounding woods, disappearing from sight.

"…Wonder what he's doing out there," Homura thought out loud.

"Who cares? Just get a move on, Newbie." With her arm fully recovered, Kyoko marched forward, leaving Homura no choice but to follow.

Now with a clear direction thanks to whatever it was Kyoko was mysteriously detecting, the two proceeded quicker than before, and before long the forest began to change. The trees clustered closer together and looked increasingly unhealthy, as branches held fewer and fewer leaves until the barren trunks were completely destitute. The grassy fields they were easily traversing were replaced with small bushes and other intrusive shrubbery, forcing the girls to maneuver around them and watch their steps. The once benign—if ominous—forest dropped all pretenses of serenity as the area turned dark and hostile. Despite that, the girls weren't deterred. If anything, the darker things got, the surer Kyoko became in guiding them, and all the while, one detail was lingering in the back of Homura's mind until she could no longer keep quiet.

"What exactly did you mean by 'smell'?"

It was a small movement, but Kyoko stiffened. "The hell are you talking about?"

"Don't try to lie. I heard you mention it just before those Heartless appeared." That was probably the trick to Kyoko's "master tracking", Homura figured, but was it simply some augmented sense of smell, of something more? With magic, it was hard to say for certain.

"Well, you _heard_ wrong. Besides, didn't anyone tell you that eavesdropping is rude?"

"Then what did you say?"

"Will you just shut it already!?" Kyoko shouted. "Jeez, I didn't take you to be the nosy, _annoying_ type."

"And I didn't take you to be the kind to take orders from others."

Kyoko stopped dead in her tracks as she did a double-take. "…What?"

"I know what your kind is like: brash and stubborn, only concerned with your own satisfaction. The only way you'd work with anyone is if they followed your way. That just makes it all the more strange that you'd willingly submit yourself to Organization XIII. I would've expected someone like you to fight back, or even try to escape." Perhaps it was a risk, especially so soon, but the chance presented itself too perfectly to not test the waters.

"Do you really think I'm that stupid?" Kyoko scoffed. "You really think I want that spiky red psycho after my ass?"

"So you're afraid, then? Too afraid to do anything."

"Oh, really?" Kyoko was practically growling at her. "Like I see _you_ doing anything either, so guess what, kettle? You're black, too! I know what happens to traitors, just like that Neverland girl. I'm not looking to become a charred corpse, and clearly neither do you."

"And what if you didn't have that fear? Say that Axel wasn't an issue, what would you do?"

Kyoko's eyes narrowed into slits. "Just what are you trying to say?"

"It's only a hypothetical scenario. I'm just curious, is all."

In that instant, Homura found herself staring down the edge of Kyoko's spear. Its tip lay dangerously close, but the time traveler didn't flinch. "I don't know what the hell this is about, but I'm not about to let you set me up as some kind of traitor," Kyoko spoke grimly. "So, who put you up to this? Lin? Hypatia? Or has Mami finally gotten fed up and dropped that "holier-than-thou" crap?"

"I assure you, that's not my intention, and I'm not under anyone's orders."

"Yeah, right. This is some kinda pathetic revenge scheme, isn't it? Because I don't agree with your _perfect_ mentor?"

"That's not it—"

"Oh, but it is. It's always the same: everyone thinks she's just _so_ perfect and completely ignore her faults. Then I come in and have an opinion, and you newbies just go ballistic. You think you're the first one to try something like this?"

"This has nothing to do with Mami." Okay, so she might have pushed a little too much. Homura needed to diffuse the situation and at least convince Kyoko she wasn't an enemy. "But I do agree: she's not perfect."

Kyoko's spear lowered just a fraction. "Is that so?" Her words dripped with sarcasm.

"She's definitely a powerful Magical Girl. Even you can't deny her skill." Homura noticed the corners of Kyoko's widening into an angry snarl. "But, while she does her best to always seem like the ideal Magical Girl, it's all just a façade, a mask she wears in front of everyone, never letting on what lies beneath."

"Really…" Kyoko watched her intensely. "And what do you suppose she's hiding underneath that 'mask'?"

 _A fragile girl terrified of being alone._ "It's hard to say. Even if it's just an act, she plays the part well. Who knows what dark secrets she'd rather keep hidden, but aren't we all like that?"

"Hmm…dark, yeah." Kyoko's expression lightened up a little. "So you get what I'm goin' for here, right?"

"I do." Homura hoped that would be the end, but Kyoko still held her spear up, probably expecting her to say it. She suppressed the urge to sigh and continued. "Mami is just as fallible as the rest of us, and she could just as easily turn into a Witch as any of us."

Kyoko blinked. "Oh, so you know about that, do ya? Did Mami actually tell you about that?"

"No. I overheard someone mentioning it, and figured it out for myself. I take it everyone already knows, then?"

"Yeah. Annoying, isn't it? She could have told you— _should_ have told you, but she didn't. She's so set on playing the caring mentor, but can't get it through her head to give the new recruits all the information. Call it cruel, but you newbies need to know everything about Witches, even if you don't like it. But Mami…she's just so damn stubborn. Once she's convinced she's right, nothing will change her mind, even when she's obviously wrong! She gets so set in her ways, and her damn pride won't let her back down; it all just pisses me off!" Kyoko took a few breathes to calm herself. Slowly, she lowered her spear. "Look, it's not that I _want_ you to hate her. She's not a bad person, but she has done some pretty bad things. We all have. I just…What I'm trying to say…is…"

"It's complicated," Homura finished for her.

"…Yeah. This isn't some fairy tale where everything turns out fine in the end. We aren't heroes. The sooner you realize that, the better."

Homura nodded, fully aware of what Kyoko was trying to get at. "Let's...get back to the mission."

Kyoko let out a small chuckle. "That's probably the smartest thing you've said all day." With that, Kyoko quickly picked back up on her invisible trail. "You know, you've got some serious guts, Newbie. None of the others would have held their ground like that," she spoke one last time before fully ending the conversation.

The two resumed travelling, only now the silence between them was far less tense. What few traces of sunlight they had within the dense forest was now fading away. A thin layer of mist began to coalesce along with the encroaching darkness. Occasional howling could be heard far off in the distance, and if they looked hard enough, the girls could sometimes make out glowing eyes staring at them maliciously. And yet, despite all that, the thing that caught Homura off guard was when her Soul Gem started to glow. After spending so long trying to hone her senses, only now had she finally picked up a magical signature.

"You can sense it too, right?" whispered Kyoko. "We're getting close now. Real close."

But while they were getting closer to their destination, those eyes were getting closer to them…and multiplying. Hazy shapes formed around the eyes, large and four-legged. Both girls wordlessly drew their weapons, keeping their pace while anticipating the impending fight. The wolves crept ever closer, snarling all the while, until two lunged ahead and blocked their path. Kyoko leveled her spear, poised to strike, while Homura cocked her gun and kept a vigilant watch on the others coming forth to surround them.

"Man, talk about a waste of effort," Kyoko complained quietly. "There's not even anything to get out of this."

"Agreed." Homura took the initiative, removing the suppressor and blindly firing, not really aiming at any of the wolves, but simply trying to scare them off with the noise. While some did flinch, none of them ran, much to the girls' surprise. If anything, the shot acted as the trigger that sent the pack into action. The wolves charged, a strong gust of wind picked up, and just like that, everything froze.

Kyoko was right: it would be a waste of time, effort, and—most importantly—magic to fend off a bunch of wild animals, so Homura stopped time. If sound wouldn't scare them off, then perhaps fire would. She strategically set incendiary grenades within the beasts' paths, not caring if the ensuing blasts merely frightened or did…more. Unfortunately, there wasn't enough space to keep Kyoko completely out of the shockwave's range, but Homura did her best to at least make sure the flames wouldn't reach her.

With the stage set, Homura resumed her placed and ended the time stasis. The explosions were instantaneous, and the attacking wolves came to a screeching halt. Not all were so quick to react, as some were violently tossed back with flames licking their fur. Homura braced against the concussive blasts, but Kyoko, caught completely unawares, staggered on her feet and struggled to maintain balance.

"W-what the hell!?" screamed the red-head.

But it didn't stop there. The gust of wind grew stronger and stronger and—strangely—circled around Homura and Kyoko. The flames, rather than burn themselves out, were swept up by the air currents.

"What the…?" Echoed Homura.

The fire surged with newfound life in the small tornado, spreading to nearly encompass the winds. Upon seeing this, the wolves were overcome with fear and tuned tail to run. From within the vortex, the girls were trapped, unable to escape the heat or the embers flung their way. Kyoko hissed with pain and conjured a barrier around them. It didn't stop the heat, but at least the flames could no longer reach them, despite the barrier's appearance.

"How unexpected."

The wind began to fade as the tornado rose, taking most of the fire with it before dissipating high in the sky. What few flames remained flickered feebly or petered out. From off in the distance, Xaldin calmly strolled towards the girls, unperturbed by the events that just transpired.

"You…? That…that was you!?" Homura grunted. Her body stung and ached from several small burns, and her clothes had gotten singed. She wasted no time and began healing herself.

"I had intended to merely drive them away and avoid conflict altogether. I wasn't expecting that sudden fireworks display. I take it that was your supposed "pyromancy"? I can certainly see why you stick to your firearms; that showing was quite dismal. Your technique was unrefined, your control shoddy, at best. Any competent pyromancer wouldn't get burnt by their own fire."

Homura glowered as her magic slowly cured her wounds and repaired her clothing. "We would've been fine if you hadn't interfered."

"And I could say the say to you. Neither of us are without fault, as both sides acted without considering the other. But at least, I hope you can see now: this is what happens when you lack cooperation. Use this experience as a lesson. Remember the pain you felt so it won't happen again."

Homura ignored him and focused on healing the last of her injuries. She pulled out a Grief Seed to restore her Soul Gem. It wasn't any signs of darkness creeping in yet, but she restored its luster regardless. After topping herself off, she handed the seed over to Kyoko, who snatched it up both greedily and gratefully.

"Yeah, after that screw-up, you definitely owe me one," Kyoko remarked as she proceeded to do the same.

"What's our current status, Sakura?" asked Xaldin.

"We're closing in on it. Even Newbie can feel it now." With her Soul Gem purified, Kyoko pocketed the Grief Seed. "By the way, are you ever going to tell us _what_ we're looking for?"

"Hmm…" Disregarding the question, Xaldin appeared to be mulling something over. "Do you think you can locate it within the hour?"

"Oh, come on. Give me some credit here, will ya?" Kyoko sighed, but flashed a small smirk. "Half an hour. Tops."

"I shall trust your judgement. From here on out, we'll travel as one." Xaldin nodded, satisfied.

The group quickly continued on, weary but steadfast. Even with the sun gone and night fully upon them, with two Magical Girls now on the trail, they proceeded without falter. It was as Kyoko said, and soon enough they drew near to the source of the magical signature. The tree-line came to an abrupt end, giving way to a sheer-face cliff with nothing but a single gated stone bridge offering a means across. And yet, as strange as it was, it was what lay beyond it that drew everyone's attention: a giant castle, standing tall and intimidating. At one time, it must have been a spectacular sight to behold, beautiful and opulent, but now it only radiated ruin and dilapidation.

"Woah…" Kyoko muttered.

"So now that we're here, what are we here _for_?" Homura asked. After coming all this way, there was no way Xaldin brought them here just for a Witch.

"Hmm…" Xaldin ignored her, finding more interest in the scene before him. He stepped forward and cautiously opened the gate. It creaked loudly, but other than that, nothing happened. Xaldin then started talking, speaking more to himself than the two girls. "There seems to be nothing protecting this place, but there is magic here, no doubt. The entire castle is under the influence of a powerful enchantment…or perhaps 'curse' is more appropriate. Everything—and everyone—inside has been changed to reflect the warped reality created by the magic here." His eyes glanced back at them, finally acknowledging the girls. "It's not unlike that of a Labyrinth, wouldn't you say?"

"Every _one_ , huh?" said Kyoko. "So who lives here, anyway? Some kinda royal?"

"Once upon a time, perhaps, but now only a monstrous beast roams its halls. Would that we could venture inside…" Once again, Xaldin's gazed at the castle with a ravenous look in his eyes. It seemed as if it was difficult for him to pull himself away, but slowly, he managed to do so. "However, that shall have to wait for another time. Simply discerning this location has been an important breakthrough." A dark corridor appeared with an apathetic wave of Xaldin's hand. "I suppose I should commend you, Sakura. Your abilities are as sharp as ever. Shame your disposition is similarly unchanged."

Kyoko rolled her eyes. "Results above all else. Isn't that what you wanted?"

Xaldin turned to Homura, ignoring the other girl's remark. "As for you, Akemi. Remember what I've told you. You still have much to learn. Improvement helps not only yourself, but the Organization as a whole, and we do not ignore those who go above and beyond." He strode towards the portal, vanishing within its depths.

"Heh, if I didn't know any better, I'd say he almost liked you." Kyoko took out a box of Pocky and snacked on a stick. "Look, I don't know what you're trying to do sucking up to me like that, but if you want to tag along on future missions, I won't say no. Sure as hell beats having to strong-arm someone into coming with. Just, try not to blow us up again, and maybe we can work something out. Deal?" She pulled out a second stick and offered it to Homura.

"...Deal." Homura recognized the gesture. For a glutton like Kyoko, sharing food, especially to someone she didn't consider a friend, was akin to signing a contract. A promise that Kyoko wouldn't go back on, and would expect her to do the same. She reached for the snack, but as soon as she took it, Kyoko's hand quickly lashed out, grabbing her wrist and roughly pulling her in close.

"But I'm warning you: if I get even a hint that this is some elaborate trick, there will be hell to pay, and no Puella Magi, no Nobody—not even Mami, will be able to protect you. Are we clear?" Kyoko held her dark gaze, only letting Homura loose after a few tense moments. "If you wanna back down now, I won't hold it against you. Otherwise…well, I'll see you when I need you." In stark contrast to just minutes before, Kyoko left through the portal with complete nonchalance, leaving Homura alone to slowly follow behind.

The redhead probably expected her to be scared and anxious after that confrontation, but in reality Homura felt almost the complete opposite, carrying with her a sense of satisfaction and perhaps even relief. She still didn't quite know the extent of Kyoko's loyalty, but at least now she'd be able to eventually figure that out, as well as slowly garnering her trust so that if the need ever arose for a partner, or a pawn, she'd have someone she could count on. Content with the little but vital amount of progress she made, Homura stepped through the portal.

* * *

The days passed by, and the reconnaissance missions kept coming in. Whether by Magical Girl or Nobody, Homura was dragged to new world after new world, each one different from the last. She completed each mission with no problems. Even the Organization members she was partnered with were a little more tolerable, or at least more easily ignorable, although she was thankful that she had yet to have the misfortune of working with Larxene again.

With each mission finished, Homura returned to her own affairs until the next day when someone else requested her aid. Such was the pattern she fell into, and one she didn't entirely mind, at least until a Dusk slithered up to her and the words echoed in her head.

" _Lord Luxord has requested your assistance."_

Homura immediately knew today was going to be terrible. She trudged through the castle and into the Grey Area, immediately spotting the insufferable Nobody. He seemed to be in thought, quietly muttering to himself.

 _A…poker league?_ Homura only caught a few scattered words before he took notice of her. An obnoxiously cordial smile spread on his face.

"Ah, Homura. Glad to see you could make it."

"No you're not."

"Semantics." Luxord shrugged half-heartedly. "But I have been looking forward to this day. Now that everyone else has had their turn, it's finally time for us to have our own little adventure." With an over-the-top flourish, he summoned a dark corridor. "After you."

Homura gave no effort hiding her disdain as she stepped past him into the darkness. Today was _definitely_ going to be awful.

* * *

Saix watched as the two left. He sympathized with the Puella Magi's irritation. Luxord's jovial antics were unbecoming of someone who couldn't even feel the joy behind the act. It was an unnecessary waste of effort, one Saix never understood the appeal of.

The Grey Area slowly emptied out until the only occupants left were himself, a lounging Xigbar on one of the sofas, and Xion, standing in the corner blankly staring out the window.

"Isn't it about time you left?" Saix called out to the Freeshooter.

"Yeah, yeah…" Xigbar got up, stretching his arms. "Same thing again?"

"Of course. It needs all the practice it can get."

Xigbar sighed. "Did Vexen at least take a look at it? Give it something other than fire?"

"He did do some maintenance. It seems everything's working as expected."

"So…what? You saying he didn't change anything?"

"He said he didn't want any sudden complications. We're to let it develop its abilities naturally."

"Right, abilities. As if. The thing's been doing the same trick over and over. I don't think it's "developing" anything." Xigbar crossed his arms, peering over at Xion. The newest member didn't seem to be paying any heed to their conversation. "I'm starting to think this whole plan might be a joke. Might be we just can't copy something like the K— _that_ weapon." Xigbar stopped himself short. Even when discussing sensitive information, there were some things even the deafest walls shouldn't hear. "I've seen some, you know? Back in the day. The things seemed to have a mind of their own at times. Their wielders could pull off all kinds of stuff with them, and I think that was only scratching the surface."

"Then it's a good thing we're not going for a perfect recreation. A suitable replication will serve us just fine," said Saix. "The Superior has ordered Roxas and Xion be partnered soon, likely to see if close proximity has any effect. But until then…" Saix threw his hand to the side, conjuring a dark corridor. "You have your mission. Get to it."

Xigbar grumbled, but conceded. "Hey Xion! Over here!" The Nobody silently obeyed, walking towards them. Xigbar gestured to the portal. "Let's go, puppet. We're out of here." The two disembarked, leaving Saix alone, but only temporarily.

As if on cue, a girl stepped into the room. She had short, purple hair hidden beneath her cap. Her attire was very formal: a white dress shirt and pleated skirt underneath a black corset that flared out at her hips like tailcoats. Her appearance gave off an air of professionalism, an air that was further emphasized by her elegant bow as she approached Saix.

"Sir."

Saix wordlessly handed her a thick file filled with completed mission reports. Just as he was about to dismiss her and return to his work, the girl asked "If I may, sir?"

"What is it, Nadalia?"

"It's about what we discussed last time. About finding a suitable hunt?"

Saix glanced at the Soul Gem set in the girl's cap. Its usual silvery sheen was replaced by a dull, darkened gray. "There have been a few new sightings. The details will be in there." He gestured to the file in her hands.

"I see. Thank you, sir." Nadalia bowed again and left.

Saix turned to his desk, suppressing a sigh. Searching for a Witch for her was always a chore. Her combat abilities were…less than substantial, to say the least. His fellow members were far more vivid in expressing her flaws, if her profile notes were anything to go by. Not only that, her relations with the other Puella Magi were rather strained. Even Nadalia herself admitted she wasn't good with people, having few girls to talk with and even fewer to rely on. More than likely, Saix would have to forcefully assign someone to assist her when she finally picked a target.

Yet despite all her shortcomings, Nadalia did possess one thing that few other Puella Magi had: ingenuity. Rather than forcing herself to amend weaknesses that couldn't be fixed, she chose to capitalize on her strengths, and to great effect. Saix remembered how reluctant he had been, watching the girl who brought failure after failure beg for her existence, pleading to be put to use somewhere, anywhere. When she brought up office work, he had almost said no, but in the end, she demonstrated extraordinary proficiency behind a desk and a stack of papers, all due to previous experience in her life before, as it turned out. She turned into the perfect extra set of hands Saix hadn't even known he needed, keeping most of the mundane affairs up-to-date and allowing him to put more focus into the more important matters. Nadalia was an invaluable asset, but Saix suspected the trust he placed in her might also be part of her estrangement with the other Magi. That kind of resentment was enough to make him scoff. Nobodies may be reviled as emotionless monsters, but the malice of hatred and jealousy can only come from a heart.

As Saix dug into his work, the hours proceeded as per usual. At this time, anyone planning to take a mission was already gone. Any Puella Magi choosing to stay behind today would keep to the city below, leaving the castle in a peaceful silence as only a scant few Nobodies remained. It allowed Saix to concentrate as he quickly poured through more reports. A few were mission reports, primarily from Roxas's and Xion's outings to deliver to the Superior as requested, but most were updates from the Organization's various informants across the worlds.

 _Rising popularity of a young soldier and his brother, alongside a growing fear of a serial killer targeting the military in Beta._ Saix read through, nothing really important here.

 _Rising witch activity in Theta. Confirmed multiple new signatures within city._ Not actual Witches, Saix quickly reminded himself, but an organization of female magic users, although they do show a penchant for sowing chaos wherever they go, much like their namesake. But for an increasing number to risk infiltrating the city of Death itself, they must be after something. Perhaps they caught wind of their operative, mistaking her for one of their own? They might need to pull her out, depending on how things develop.

 _Sudden sandstorm in Agrabah. Supplies needed._ Saix was hardly surprised as he read the added list. That operative frequently requested supplies, whether for restock or fulfilling some commission. It was tiresome, but a clear sign of her effectiveness. He'd have to see how the Moogle was progressing with the order.

As Saix finished reviewing the reports, he sorted out the ones he felt Xemnas should be notified of, however few those were. With papers in hand, he summoned one of his Berserkers.

"Take over here," he ordered, just in case someone came back early. "And let me know immediately should Axel and Roxas return." With that done, Saix made his way through the castle, taking a detour on his way to Xemnas. He went down to the dungeons, to the containment cells for Puella Magi.

 _Five doors down. On the left._ He unlocked the cell in question, revealing the girl seated within.

"Time's up, Bridget."

The girl stirred, looking up at him. For the past nine days she had been locked up in the tiny cell, with no food or water. The only reason she was still alive was because of her Soul Gem, its magic sustaining her body and preventing any atrophy. Physically, she looked fine, but her eyes told a completely different story. There was anger there, though most of it had eroded away from the ravenous hunger and thirst clawing at her mind.

She slowly got up and stepped out of the cell on shaky legs, hand pressed against the wall for balance. Saix only watched as she slowly shambled away. Even if he had a heart, he wouldn't have felt any sympathy at the scene before him. Bridget had been in and out of these cells numerous times now, and still she failed to learn. She was becoming quite a problem; each slip-up brought a potential risk to the Organization, and unlike some other problematic Puella Magi, she lacked the ability and results to make up for it.

 _She nothing but a liability at this point._ Saix made a note to bring this to Xemnas's attention. It may be time to simply dismiss her from their ranks. At least her Dusk would be more useful, and far more obedient.

With all other matters taken care of Saix warped into the Round Room. As usual, the Superior was already there, quietly sitting in his throne. The meeting was brief, and really just amounted to Saix relaying any important information to Xemnas and receiving any new orders or changes the Superior might have him carry out. In minutes, Saix was already out of the room, with no new orders and simply told to continue as instructed. He considered whether to pass some time assisting Nadalia in the archives or returning to the Grey Area immediately to await the soon-to-be returning parties. His decision was quickly made as a Berserker Nobody appeared before him, telling him that Axel and Roxas had returned.

Saix warped in front of Axel's room. Making sure nobody else was around, he pushed passed the door to find the redheaded Nobody laying on his bed. Axel turned his head at his unexpected guest and sighed.

"Do you always have to look over my shoulder? We're not kids anymore, you know. I _am_ getting ready."

Saix resisted the urge to retort. "I have a message from Lord Xemnas."

"Oh?" Axel sat up, his attention firmly grabbed. "New orders?"

"A debriefing of your true mission," Saix clarified. "Among the members assigned to Castle Oblivion, we suspect there are traitors. You are to find them, and dispose of them."

"Hmm…I see." Axel rubbed his chin in thought. "Now it's starting to make sense. That intel about Sora, that's all just a ploy to isolate the suspects, isn't it?"

"The information is still accurate. The keybearer is somewhere between the realms of light and dark. One of you will likely to find him soon enough and lure him into the castle."

"So that plan's still going through?"

"If possible, but not a priority. We'd rather have him eliminated along with the traitors than have him set against us."

"Are we really letting a useful tool like that go so easily? That _is_ a second Keyblade, after all."

"If you can avoid it, then by all means, but the Organization only needs one key. You have your mission, Axel. Don't let anyone get in your way."

Axel stood up and started idly pacing around the room. There was a genuine look of consideration upon his face. "Correct me if I'm wrong, but you're sending nearly half of the Organization to Castle Oblivion, right? That's a lot of people to keep tabs on. Might need some help, make sure no one's doing any plotting while I'm investigating someone else."

"We cannot allow that," Saix objected. "Bringing a Puella Magi to our research facility would only raise suspicion. Not only that, we don't know how they would be affected by the castle's magic. The last thing we need is for it to become a den of Witches because one girl was forced to relive a bad memory."

"Can't make it easy, can you?" Axel sighed. "Alright, fine. I get it."

"If you do, then I'll leave you to it." Saix turned to leave. "Do not fail."

"Of course not," Axel called out. "After all, these _are_ orders directly from Lord Xemnas himself, right?"

Saix briefly glanced back exiting the room, ignoring the knowing look on Axel's face as he left.

* * *

A/N: This was a difficult one. Laziness and other distractions aside, I've worked and reworked this chapter so many times, changing and even removing entire sections. Homura's meeting with Xaldin and Kyoko were originally meant to be separate encounters, and Saix's bit was only going to have his orders to Axel as a reference point before I decided to expand on that. I was also planning to include Luxord's mission, but it really didn't pan out and was kind of went nowhere for now. At least there'll be plenty of opportunities in the future. Luxord won't be content with just a single outing.


	11. Chapter 10

**Puella Magi Contract Registry**

 **Name:** Hypatia

 **Weapon** : None. Fights with hand-to-hand combat with light armor enhancing attacks

 **Power:** Augmented combat ability; boosts to strength, speed, reflexes, etc.

 **Home world:** Olympus Coliseum—Thebes

Wished for strength and power. A simple wish that extended from an obsession with the tournaments held in her world's famed coliseum. She trained her body long and hard, but when it became apparent she held no promise as a warrior, she turned to the Incubator's contract, and now holds a power that rivals any champion or, perhaps, even the gods of that world.

 **Additional notes:** "So, apparently she was born into a noble house. Further details have been difficult to find, and not just from that world's lack of proper record keeping. From what I can tell, her house was destroyed many years ago, back when Thebes was beset by endless disasters. Back then, nobility rose and fell in a matter of days; her line was just one of many. It is quite fascinating sometimes to see how divergent one's path can get from their origin point."

Chapter 10

Today had been long, but at least the worst was over. Madoka relaxed, leaning back in her seat as she and her friends enjoyed their meal at their usual café. Three tests, all in a row, and naturally they were all in the latter half of the day, giving her plenty of time to dread as the hours slowly crept by until the horror finally arrived. There wasn't even anything special about today, just a horrible twist of fate and some abysmal luck. She studied as hard as she could, giving it her best shot, but even now, after all was said and done, she didn't feel very confident. Not like Hitomi, who seemed as unfazed as ever. She probably got perfect scores. But for as bad as Madoka felt, she still had some hope that she did alright. At least she fared better than Sayaka, judging by her friend's grumblings.

"Man, today was a killer. And that last one, don't even get me started!" Sayaka took a bite of her meal, only to let out a sigh. "Not even the food tastes the same after that. Ugh, I know she said it wouldn't be easy, but even after all we did? Jeez!"

"There were some pretty tricky questions," said Hitomi. "But exams are getting closer. It only makes sense, I guess."

"I wonder…if Homura would have helped us." Madoka spoke without thinking. Hitomi and Sayaka stared at her, and even Madoka herself was surprised at what she said.

"Ms. Akemi?" Hitomi asked. "What brought that on?"

Madoka flushed. "W-well, I just…she seemed so smart and…I just thought maybe…she might have…you know…" Her words petered out as she shrank from embarrassment.

Sayaka's head tilted ever so slightly. "You're still worried about her, aren't you?"

Madoka nodded. "I know you don't like her, but it's been over three weeks now. Ever since those officers came to class, I can't help feeling something awful happened to her."

"Hey, I never said I didn't like her! Just that she was super creepy!" Sayaka held her hands up defensively. "I mean, do you know what she meant by all that weird stuff she said to you?"

"…No. I don't," Madoka said slowly. _Don't change. Stay as you are._ She remembered those haunting words, but even now couldn't fathom just what Homura had meant by them. She seemed too serious for it to be something inconsequential. It sounded like a warning, but for what, Madoka didn't know.

 _It's not like I can just_ be _someone else. The only person I can be is me, right?_

"We're all worried about Ms. Akemi," said Hitomi. "I'll be glad when she finally returns to us."

"Y-yeah. Me too," Sayaka added. "She may be weird, but it's not like I want anything bad to happen to her." She took a sip of her drink. A small flash of inspiration crossed her face as she set the cup back down. "How about this: the day she gets back, we take her with us—weirdness and all—and give her a proper welcome-home lunch. What do you say, Madoka?"

A smile grew on Madoka's face. "Yeah. Let's do it."

The mood grew considerably lighter after that. The girls enjoyed the rest of their meal discussing lighter topics, from the promise toward the transfer student to the ease of the coming days. With the burdens of such important tests lifted from their shoulders, the girls looked forward to the next few days of peace and relative relaxation, at least until the next one showed up.

After a while, Hitomi looked down at her phone. "Oh my, is it that late already? Excuse me, but I should be going now."

"Let me guess. Tea ceremony, right?" asked Sayaka.

"Piano, actually. Although I suspect it's mostly going to be more studying tonight. Would you care to join me? I'm sure my parents won't mind."

Madoka and Sayaka shared a look, and the latter spoke up again. "Sorry, maybe another time. I don't think I can take any more studying right now."

"I understand." Hitomi finished gathering her belongings. "See you tomorrow, then."

Madoka and Sayaka waved as they bid her farewell. Not long after they too finished up and left the café, but decided to stay at the mall just a bit longer, idly browsing through one store after another, and occasionally pining over some trinket too expensive for their price range. But as they explored, Madooka noticed how Sayaka seemed to be avoiding the music store, how she lead them in a different direction whenever they got too close. It was strange. Before, Sayaka loved to take every opportunity to find some new piece of music for Kyosuke, but then a few days ago she just…stopped. Madoka had assumed it was just the stress of the tests getting to her, but now…now she was wondering if something had happened to Kyosuke. As much as she wanted to ask, Madoka sadly knew her friend would laugh it off, insisting that it was "no big deal" or something similar. The best she could do was wait for Sayaka to come to her.

 _'Help…me…'_

Madoka stopped. Her ears strained as she thought she heard something. She looked around. The mall was crowded, but no one looked like they were in any trouble.

"Hmm?" Sayaka turned towards her. "Something wrong?"

Not seeing anything out of the ordinary, Madoka slowly shook her head. "…No. It…It's nothing." She moved to catch up with her friend.

 _'Help me…'_

Madoka stared again. She definitely heard something that time. "You heard that, right?" She asked Sayaka.

"Heard what?" Sayaka looked at her confused.

 _'Help me!'_

This time Madoka got a sense of the direction of the voice. She followed it to a nearby hall, leading to a dark, deserted part of the mall. She cautiously stepped past a construction sign warning people away. Behind her, she heard Sayaka urging them to go back, but it was too late now; her curiosity and desire to help had both been piqued.

The site was cluttered with tools and unfinished projects. There were signs of recent activity, but any workers must have finished for the day and already left. It gave the area and ominous air, as if something still lurked within, but Madoka wasn't deterred. Perhaps a bit scared, but she mustered the courage to keep going deeper.

"Madoka!" Sayaka grabbed Madoka and turned her around. "What are you doing? We shouldn't be here!"

"But can't you hear it?"

"Hear what!? I don't—" Sayaka stopped as her brow furrowed. Madoka heard it too: a faint panting in the distance. A small white figure came running out of the shadows, leaping onto Madoka.

 _'We gotta get out of here, now.'_

"W-whoa, wait." Sayaka stared, taken aback. "Is that a…cat? And…and did it just speak!?"

 _'There's no time to explain. You guys need to run. Hurry!'_

More creatures emerged, only these ones didn't seem to leave the shadows even as they stepped into view. Pure black… _things_ with beady yellow eyes creeped towards them. There was something predatory in their movements, enough that they managed to be intimidating even despite their small size.

"What are these things?" Madoka asked with a twinge of fear.

"I don't know, but it can't be anything good." Sayaka quickly grabbed a nearby pipe and positioned herself in front of Madoka. She brandished her makeshift weapon at the creatures. "Stay away! You hear me! Back off!" She swung the pipe around, hoping to scare them off, but they only came closer. One of the creatures suddenly lunged forward, antennae twitching, and Sayaka swung at it. The pipe impacted with the creature's head, sending it tumbling off to the side. However, to the girls' shock, it immediately got back up, seemingly unfazed by the blow. "Wha…what the…?"

 _'It's no use! The only thing we can do is run!'_

The strange cat's words registered in both girls' minds. Madoka and Sayaka turned, about to move, only to find more black creatures approaching from behind as well.

 _'This isn't good. Come on, this way!'_ The cat bounded off Madoka, making a break for it, and both girls followed without question, panic now setting in and desperate to get away.

The shadows gave chase, tailing them with alarming agility. The girls only just managed to keep them from closing the distance with the adrenaline coursing through their bodies. Even as Madoka's breath started becoming shorter, raspier, she forced herself to keep going, feet pounding against the ground at full sprint. Perhaps it was the just the burgeoning exhaustion clouding her perceptions, but the area seemed to change as they kept going. Were the walls always made of brick and mortar? It seemed odd for a mall to have chains and barbed wire laying around, and—perhaps her eyes were just bleary from all the running—but she was having a hard time reading some of the signs they came across.

"This…this isn't making any sense." Sayaka said between breaths. "Where'd the exit go? Where are we!?" Despair set in as the realization came that, somehow, they weren't in the mall anymore, and neither of them had any idea where they had wound up.

"Everything keeps changing…" Madoka whispered. It was difficult keeping focus on any one thing. Shapes and objects kept flitting about randomly, threatening to make her dizzy, and everything she did see looked…off, like fiction trying to become reality, but making a poor impersonation. There was something artificial and uncanny about everything. It was impossible to tell if they were even inside or out. Off in the distance, there was movement, more so than the surrounding environment. "There's something over there."

"No. No, no, no. We do _not_ need those things following us even here!"

To their relief, and horror, the shapes were not the shadowy monsters, but some kind of mustached cotton-balls. Marching on tiny butterfly wings, they circled the Madoka and Sayaka in droves, chanting in some language unintelligible to either of them. The two huddled together, clinging to each other as the monsters started wielding thorny vines and scissors, becoming all the more terrifying as they got closer.

"This isn't happening. This _cannot_ be happening." Sayaka's voice trembled, skirting the edges of hysteria. "Talking cats, shadow monsters, and now…this? This has to be a dream. I am dreaming, right Madoka?"

Madoka could only let out a small whimper, unable to tear her eyes away from the nightmare before them. But just as the monsters were about to close in on them, a circle of light burst out from beneath the girls' feet, radiating out and forcefully shoving the creatures away.

"What…just happened?" Sayaka asked cautiously.

"I don't know." Things seemed be just a bit calmer now, but Madoka was still on edge, her heartbeat loud enough to echo in her ears. At least her life was no longer flashing before her eyes.

"That was a close one." A voice rang out from behind. Madoka and Sayaka turned to see another girl coming towards them. She appeared to be about their age, possibly a little older, with blonde hair pulled into two curls in the back. She wore an unusual outfit, but most importantly held an air of confidence and composure that put Madoka's mind somewhat at ease.

 _'You got here just in time, Mami,'_ said the cat.

"You two aren't hurt, are you?" the girl asked. Madoka and Sayaka shook their heads. "That's good. This place is incredibly dangerous."

"Who are you?" asked Sayaka.

"Oh, that's right. I should introduce myself. I'm—" Movement caught the girl's attention as the monsters recovered and more thorns rose up. "Actually, that's going to have to wait. Please excuse me while I wrap this up." She leapt into the air with inhuman strength, summoning an array of guns out of thin air. Madoka and Sayaka stood shocked and amazed as they watched her dispatch the monsters.

 _'My name is Kyubey,'_ said the cat. _'And that is Mami Tomoe. She made a contract with me and became what you see now: a Magical Girl.'_

 _A Magical Girl? Like from those shows?_ Madoka found it a little hard to believe, but with what she was seeing, there really was no other explanation. The things Mami was doing could only be described as magic; even her movements carried that same dramatic-yet-elegant style as one of those characters. It was all so surreal, but Madoka was glad for Mami's help, and even found herself…enthralled as she watched her fight. Just a little.

The battle was over quickly. As the last monster fell, Mami brandished the gun in her hand and it disappeared in a shower of scattering light. "Now then, let's get you two out of here."

 _'This deep in, the only way we can do that is to beat the Witch.'_

"…Right," Mami slowly nodded.

"Um, witch?" Madoka didn't like the sound of that.

"I'll explain everything later, but basically, a Witch is the creator of this space."

' _If we defeat the Witch, the space will disappear, and we'll be brought back to the real world.'_

Sayaka looked at Kyubey nervously. "Uh…when you say "we", you don't mean…?"

Mami giggled. "Don't worry. I'll be doing all the hard work. I just need you to keep behind me and don't get hurt. Alright?"

"Y-yeah, alright." Sayaka relaxed a little. "I feel bad, though, having to leave everything to you. If I could help, I would, but these things…they're just a little out of our league, huh?"

"There's no need to apologize, and you shouldn't blame yourself either. This isn't something any normal person should have to face," consoled Mami. "Now, shall we?" She beckoned the two in a seemingly random direction.

Madoka and Sayaka followed, and the group began making their way, hurried but cautious. It was impossible to tell what, if any, progress they made. One minute they'd seem to be stuck in the same room, walls refusing to come any closer despite how far they went, and the next they'd suddenly find themselves traveling through halls and stairs at ludicrous speeds that conflicted with their pace. Occasionally, they were beset by more cotton monsters, but Mami quickly cut them down; any stragglers that got too close learned the hard way that Mami was just as deadly up close as she was afar.

' _Just a little farther. We're almost there,'_ said Kyubey.

"I know. I can feel it," Mami replied with a cold sternness.

Madoka looked around, but couldn't see whatever those two apparently could. Everything had been blurring together for her, and she had long since lost track of how far they had come or how long they'd been here. They went through a series of doors, only unlike the other times, these ones went on longer, until at the end they came upon a new and horrendous sight. In the center of the chamber rested a large, gelatinous-like monster, its shape difficult to make out as parts of it blended with its surroundings. Its head—at least, Madoka assumed it was its head—stood out the most, being a mossy blob with numerous roses poking out. The…thing seemed to perk up, lifting its head as it became aware of their presence.

"There it is. That's the Witch," Mami told them.

Sayaka's face paled. "Ugh, gross."

"It's awful…" From the name, Madoka had been expecting some nasty hag with a cauldron or something similarly unpleasant, but this was far, _far_ more repulsive. "Are you really going to fight _that?_ "

"I'll be fine. I won't lose, not when I have a promise to uphold." Mami conjured a rifle, twirling it and slamming the barrel into the ground, imbedding it. She pulled the trigger, and cracks burst within the ground, splaying out in a circular formation far too smooth to be natural. A soft glow emanated from the circle, enveloping the group. "Stay here. This'll be over quick." With the barrier set, Mami strode into the chamber, staring unflinchingly at the Witch looming over her.

Mami threw out her arms, rifles materializing in each hand, and the monster sprang into action, hurling its large seat at her. Mami nimbly dodged out of the way, blasting the chair's back and sending it toppling away from her. She took aim at the Witch and fired, only just grazing it as it moved away, scurrying up the walls as it tried to flee. With a wave of her hand, Mami surrounded herself with rifles, standing upright and awaiting use. One after the other, Mami grabbed one, shot, and discarded it for the next. Like a turret she rained bullets upon the Witch. Very few made their mark, but she created substantial damage to the area with each shot, cracks forming in walls that seemingly shouldn't be there, all of which made the Witch increasingly agitated, hissing with an unnatural, otherworldly screech.

With Mami's endless volley both pushing it away and keeping the pressure, it seemed the Witch could do little but continue avoiding her attacks, but down on the ground Madoka caught sight of movement, and lots of it. A whole bunch of tiny creatures, similar to those before, were slowly surrounding Mami.

"Watch out!"

Mami heard her just in time to notice the creatures climbing her legs. They clustered together, forming a tendril as they wrapped around her. The gun in Mami's hand grew thinner and longer, becoming limp and wispy as its once silver coloration turned a bright yellow. Mami cut away at the tendril with the newly formed ribbon, slashing pieces of it off and forcing it to lose its grip. More of the Witch's minions surged toward Mami, and whether by ribbon or gunshot, she cut each one down as it approached, maneuvering about the field in a graceful dance of destruction, culminating in a leaping pirouette that launched her high into the air. The Witch, no longer under fire, took the opportunity to retaliate, sending a stream of thorns at her.

Madoka's eyes widened at the incoming attack. She was just about to warn Mami, but the blonde was already in action. Latching onto a vine with a ribbon, Mami swung off it, not only avoiding its strike, but slinging herself closer to the Witch. Vine after vine, she grappled closer and closer, taking shots between swings to put the Witch back on the defensive. Very few of her shots made their mark, hitting the walls mere inches away from the creature, especially around its head, but each time the Witch changed direction, slowing ever so slightly. With each delay, Mami got closer, until finally she was right on top of it and blasted its mossy head. The Witch recoiled, screaming in an unnatural tone, but Mami wasn't finished, using the pushback of the shot to spin around and come down on the Witch with the empty musket. The force of the impact was enough to send the Witch toppling. As it fell, helpless to do anything, Mami conjured one last gun, one far larger than anything before, dwarfing even her with its size. A gun of such scale shouldn't have been feasible, let alone impossible to use, but Mami wielded it as easily as any other weapon. The Witch crashed into the ground, and before it could recover, Mami pulled the trigger.

"Tiro Finale!"

The blast was huge, completely vaporizing the Witch. A small flock of butterflies flew off as Mami landed back on the ground. She looked over at the two girls, giving them a reassuring smile.

"So, you won?" Sayaka cautiously asked.

Their vision blurred. Reality distorted as the room faded, turning back into the darkened section of mall they had left.

"Amazing…" Madoka said, awestruck.

Mami crouched down, grabbing some unseen object before turning to them. "Back safe and sound, as promised."

"Seriously, we can't thank you enough," said Sayaka. "You really saved our butts back there, like a real life superhero or something."

"Don't mention it, but I am curious how you ended up there. This doesn't look like the kind of place people just wander into."

"It was…Kyubey, right?" Madoka tried to explain. "I heard him, calling out to me."

Kyubey nodded his head. _'That's right. Though I wish it were under better circumstances, I have been wanting to meet you for some time now, Madoka Kaneme. In fact, there's something I'd like to ask of you, and Sayaka Miki, too.'_

"Of us?" Sayaka asked. "What?"

' _I want you to make a contract with me, and become Magical Girls!'_

Madoka's mind reeled at the request. _Magic…us?_ Even with everything they had just witnessed, that one statement seemed so unbelievable. Sayaka appeared just as speechless as her. What were they supposed to say to something like that?

"Don't let him pressure you," Mami interjected. "As much as he'd like it, you don't need to answer right now. If it's alright with you, why don't we head back to my place? I do owe you both an explanation, after all." The two agreed. With a snap of her fingers, Mami transformed, her clothes becoming mundane and casual, indistinguishable from any other person. Any surprise Madoka had at the sudden display was quickly quashed. Of course a hero would have a secret identity. Her costume would only have drawn attention, even if it could be passed off as some cosplay.

The path Mami led them wasn't too far, but after the journey through that strange, other world, Madoka and Sayaka were trailing behind slower than they normally would, adrenaline leaving their bodies and leaving only a weary exhaustion. By the time they reached Mami's apartment, the sun was already well into the horizon, painting the sky with a dull orange glow.

As they went inside, Madoka and Sayaka were taken aback. When Mami told them she lived alone, Madoka had honestly expected something simple. Clean, organized; a nice, cozy place, but simple nonetheless. She couldn't have been more off the mark. The interior was lavishly beautiful, fully furnished and brimming with so much life and personality that befitted more a well-off family than a lone teenage girl. Mami led them to the living room before running off to the kitchen. Within a few moments she returned with a fresh brew of tea and desserts. It all gave off a pleasant aroma, and it tasted even better as Madoka took her first sip.

"Mmm, this is amazing!"

"Thanks," Mami replied. "So, what would you like to ask first?"

"Getting right into it, huh? Hm…" Sayaka took a slice of cake as she thought.

"Um, well…" Madoka looked at Kyubey. "What exactly is this contract you mentioned?"

' _I will grant you one wish,'_ he said.

"Seriously!?" Sayaka exclaimed, but quickly reeled herself in. "What's the catch? There's gotta be a catch to this, right?"

' _Not at all. I can grant you anything you want, even the most impossible of wishes.'_

"The 'catch' is the contract. He gives a wish, and in return…" Mami held out her hand, showing them a small yellow gem encased in gold. "This is a Soul Gem. Proof of our contract, and source of my magic."

It was very pretty to look at, but Madoka noticed a strange shape emblazoned over the gem. It wasn't anything she recognized. In fact, it was actually hard for her to discern anything apt to compare to. There were a lot of harsh angles and points to it that made it just a little bit intimidating, which only stood out more against the beauty of the glistening gem behind it.

When she brought it up, Mami told her, "It's the mark of the Puella Magi. The symbol of our organization."

"Puella Magi?" Madoka tested the words.

"It's just what we call ourselves. There's not really any meaning behind it, but it does help avoid the preconceptions that come with 'Magical Girls'."

"And there are enough Magic—" Sayaka stopped herself. "Sorry, enough Puella Magi to create an entire organization?"

' _Yes. There are Magical Girls all over the world, working together to fight Witches wherever they appear.'_

"Like a team of superheroes fighting evil and delivering justice? Oh, that's so cool!"

"It's not quite as glamorous as you make it sound," said Mami. "There are many who fight for other, even selfish reasons. Our goals are simply the same, so it only makes sense to join together."

Sayaka's enthusiasm deflated, but only a little. "But…I mean, it doesn't really matter that much, right? Witches are still defeated, and people are still saved."

"Yes, that is one way of looking at it." Mami's face softened. "And I like to believe that too. Whatever our intent, directly or not, our actions _do_ help people."

Fighting evil and saving the day. It was hard not to get drawn into the fantasy, despite Mami's insistence, but Madoka knew exactly where she was coming from. What they'd experienced today was not some easygoing adventure. "Um, about that…" she spoke, reluctant. She wasn't sure she really wanted to know, but at the same time, If Kyubey was telling the truth, if she could be a Puella Magi, she should at least know what they were going up against. "Could you tell us a bit about them? The Witch, I mean…a-and that weird place."

For a moment, silence held the air, but slowly Mami nodded. "Alright." There was hesitation in her voice, but with Kyubey's help, she told them. About Witches, purveyors and spreaders of despair. About Labyrinths, the domains Witches create for themselves and lure people into for nourishment and sadistic pleasure. About Familiars, the servants of Witches that help fulfill their twisted desires. At the mention of them, something trickled in the back of Madoka's mind.

"So, those black creatures were Familiars too, right?"

For the first time, Mami looked genuinely confused. "Black creatures? There wasn't anything like that there."

"Oh, right. Guess that was before you came, outside the labyrinth."

"Outside the…?" Mami's eyes widened. Her head whipped toward Kyubey. "Don't tell me. You ran into Heartless?"

 _'Unfortunately, yes. I was ambushed when Madoka and Sayaka helped me. We only managed to escape them when we fell into the labyrinth.'_

Madoka noticed how intensely Mami was staring at Kyubey. "Um…is something wrong?"

"…No." Mami sipped her tea, taking just a little bit longer than necessary. "But apparently you're luckier than we realized. For normal people, I'd consider Heartless even more dangerous than Witches." As Mami went into detail, Madoka's face paled. The idea that the evils of humanity could take a physical form and _eat_ other people was utterly terrifying. That anyone, even her, could just…turn into one of those was even worse.

"You're…joking, right? That sounds like some crazy zombie movie or something," Sayaka said, completely aghast. "There's no way all that can be true."

"Mm, zombies… yes, that is one way to describe it. And I assure you, it's the truth." Mami nodded solemnly. "Luckily things are light here. We haven't heard of any attacks anywhere public or overly crowded. They tend to stick to secluded areas, but in other places, things are a lot different." There was a heavy weight to her voice. Her gaze slid down to her cup, and Madoka noticed a glint of sadness in her eyes. "Entire cities have been destroyed because of them."

"How…?" Sayaka shook her head. "How has something like this—so widespread—remained so secret? There has to be _someone_ who's seen them."

 _'I've no doubt there are some, and they might have even tried to make the Heartless' existence known. I wouldn't be surprised if the knowledge was out there, but humans have a way of ignoring things they don't understand, even when the answer is right in front of them.'_

"And nothing works on them?"

"Most weapons have very little, if any, effect," replied Mami. "The most surefire way to beat them is with magic, or a weapon imbued with it, but even that is only a temporary measure. A Heartless may fade, but it only comes back from the darkness again after some time." Mami looked between the two girls, both their expressions grim. "I'm sorry, but a part of me is glad you see how dangerous this is. As a Puella Magi, there is always a very real chance of dying…or worse."

"W-worse?" Madoka stammered.

 _'True, the danger is real, but part of being a Magical Girl is having the ability to combat it. That ability—that magic—is given to you as part of the contract. I would never make you fight while defenseless,'_ Kyubey added. _'And that's in addition to your wish, whatever it is you desire.'_

"Right. The wish." Sayaka leaned back. Her face relaxed, and even brightened at the thought. "'Anything' is an awful lot, you know. I could ask for power. Or money. Or an eight-course banquet!"

Madoka laughed. That last one might be a little much. "We could wish to be the smartest ones in class; start getting straight A's like Hitomi."

"Right? Or how about becoming a super famous celebrity?"

"Or maybe even finding the perfect boyfriend."

"Yeah! …Y-yeah."

Sayaka's sudden deflation caught Mami's attention. "Something on your mind?"

"Uh, well…" Sayaka looked at her anxiously. "Does the wish have to be for us? Say there was someone who's worse off than me. Would it be wrong to, say, use my wish to help them instead?"

 _'Not at all,'_ Kyubey replied. _'I said I can grant any wish. There's no rule saying you have to be the one who benefits from it.'_

Despite Kyubey's assurance, Mami appeared apprehensive. "Who is it you're talking about?"

Sayaka opened her mouth, only to close it again. Whatever she wanted she say, she couldn't get out.

"It's Kyosuke, isn't it?" Madoka answered for her. Sayaka nodded.

"May I ask what happened?" asked Mami.

Sayaka paused again, but slowly managed to find her voice again. "There was an accident. He was injured pretty badly, and even…he lost the use of his left hand."

"But I thought—" Madoka's mind whirled as everything clicked into place. It all made sense now. "Sayaka, I'm so sorry."

"I was there the day the doctors told him, or a little after, at least. He's a musician—a really good one—and I brought him some music, thinking it would help. But it didn't. I only made it worse. He was so angry, so frustrated, and…and sad. I hated seeing him like that, and hated myself even more for being powerless. No, worse than that, I added to his pain! But now here you are, telling me I can have anything I want. _Do_ anything I want. I can change all that. I can actually help now. I can make a difference."

"Yes, you certainly could…" Mami dipped her head. "One last question: would you be doing this for his benefit, or yours?"

"Huh? What do you mean?"

"It's all well and good to want to help someone, but you should also understand why it is you're doing it. Are you truly looking for their well-being, or their gratitude? The motive behind a wish is what matters most, and either way, you'd be doing it without your friend's consent. I know in this case, your wish would only help, and I'm sure he'd want it too, but is it right to force your desires on someone else like that?"

Sayaka sat at a loss for words. Madoka spoke out, "That's a bit harsh, don't you think?"

"I know, but it needs to be said. If you don't know the exact reason behind your wish, you're only going to regret it."

Madoka and Sayaka turned to their drinks as they mulled over her words. If she didn't know what to wish for before, Madoka was completely at a loss now. Tentatively, she asked, "Would it be alright to ask what your wish was? Of course, you don't have to if you don't want to!" She wasn't sure what the rules were for something like this, but it definitely seemed rude to ask. Even so, an example might help guide her in the right direction.

"It's no problem, but I don't think I'm going to be of much help. My situation was…quite different." Mami took a drink, taking a little longer than usual before continuing. "I was in caught in an accident. A bad one. When Kyubey showed up, I didn't have the luxury of thinking about my wish. I had to make it right then and there: survive as a Puella Magi, or die. I don't regret my decision. Even if it gets difficult at times, I like to think the life I have now is better than being dead. But for you, it's different. There's no pressure or urgency. You're free to make your wish anytime you want, so take as much as you need until you're one hundred percent certain you know what you want. And if you find that you can't, then don't."

Madoka blinked. "What?" Even Kyubey looked at Mami questioningly.

"You know the dangers we face now, and this life of constant conflict will demand much from you. School, dreams, friends, even family. You will have to leave all those behind, and you might not be able to see them again for a long time. Whatever you wish for, ask yourself: is it important enough to give your life for, or if the worst should come, to die for?" Her question lingered as she let Madoka and Sayaka think on it. Neither of them managed to give her an answer. "I know how hard it must be. I just want you to think about it when you think you're ready. For now, why don't we step away from wishes and Puella Magi. Care to tell me about yourselves?"

Madoka shared a look with Sayaka and laughed nervously. "There's not really much to talk about." There wasn't anything special about them, not really, especially compared to Mami, but the older girl insisted, and they relented. Madoka started with her family, talking briefly about her hardworking mother, her orderly father, and her adorable baby brother. Sayaka was a little less forthright, but also gave some insight into her home life. Her parents spent much of their time away at work, often leaving days where she'd return to an empty home. They were busy, but still cared. She understood that, and they did try to make time for her, when they could.

At Mami's behest, they talked about friends, hobbies, school, recent happenings, all sorts of topics, even some Madoka and Sayaka normally thought too mundane to consider, and throughout it all, whether feigned or genuine, Mami's interest was squarely on them the entire time, listening intently to every word they said.

Soon, the setting sun completely sank into the horizon, submerging the sky in the darkness of early evening. The group winded down, sad to end their time together. Mami escorted them to the door.

"Sayaka," she said. "If helping your friend is really what you want, that's fine. Just...take your time, okay? It's alright if your reasons are selfless—or otherwise—as long as there isn't a shred of doubt that's what your heart is set on, but there's no shame in choosing to stay as you are, either. You don't need to force yourself to change."

 _Don't change. Stay as you are._ The words rang familiar to Madoka. "Hey, Mami? Will we be able to see you again?"

Mami opened her mouth, but it was Kyubey who spoke. _'A Magical Girl's duty often has her traveling far, across the country, and sometimes even the world. We'll be leaving soon to reconvene with the others for our next target. But don't worry, I'll still be around should you have any more questions, or are ready to make a contract.'_

"Oh," Madoka replied, somewhat dejected, but that wouldn't stop what she had in mind. "Well, there's someone whose been missing from our class for a while now. I know it's not very likely, but if you see her, can you let her know how much we miss her? We're all really worried for her."

"Of course. What does she look like?"

Black hair. Dark eyes. A personality that was polite yet curt; not quite friendly, but not rude either. As Madoka described her, Mami's smile never wavered. Her face was unchanging, almost uncannily so. "What's her name?"

"Akemi. Homura Akemi."

Mami didn't respond immediately. Rather, it was Kyubey who replied. _'We'll keep an eye out. If we see your friend, we'll give her you message. Right, Mami?'_

Mami blinked. "…Yes. Of course."

Grateful, Madoka said her goodbyes and departed with Sayaka. Kyubey followed after, leaping onto Madoka's shoulder, insisting that he see them home safely, now that they knew just what dangers awaited in the dark.

* * *

As everyone else left, Mami stepped back into her home, closing the door behind her.

 _'You know that wasn't how it was supposed to go.'_

Mami's grip tightened on the doorknob. Of course he'd send another body to complain. "You wanted the ideal Puella Magi, and that's exactly what I gave you. What role model wouldn't worry about her protégé's well-being? But I suppose empathy's never been your strong suit."

An odd sensation of a sigh reverberated in her head as the Incubator shook its head. _'If only you would cooperate, we could have already made the contract.'_

"The objective was to make contact, nothing more. You have those girls' trust now, thanks to me. Go ahead and complain to the Organization. We both know how that'll go." Even if she couldn't see him, Mami could feel Kyubey's gaze boring into her from behind.

 _'I laid out all the steps for you. You should have been able to easily carry them out. I just cannot understand why you won't stick to the plan.'_

"Were the Heartless part of the plan?" Mami whipped around, glaring at the alien sitting on her table with pent-up anger that had been building within her all afternoon. "Was it your plan to needlessly risk their lives? It was bad enough having to let them run into the Labyrinth! What if they died? Or worse!? Did you want to make contracts with Heartless?"

 _'We didn't know about the Heartless until it was too late. They were unexpected, but proved to be of use in the end.'_

"Do you really expect me to believe it was _just_ a coincidence?"

 _'I can only surmise they were drawn in by some lone human wandering into the area before Madoka Kaname and Sayaka Miki. After taking down their prey, they must've lingered until we came across them.'_ Mami held her gaze, unconvinced. _'You know I don't have any kind of control over Heartless. Darkness stems from emotion, after all. It was risky, I'll admit, but a calculated risk, one that I feel paid off greatly.'_

"And Homura? You couldn't let her own friends know how she's doing?"

 _"They only asked that we deliver their message, nothing more.'_ Kyubey said, mirroring Mami's own words. _'I trust you can see to that, correct?'_

Mami seethed. It was just like him to twist their words for his benefit. "This mission is over. Get out of my house."

 _'Very well. I suppose you'll want to stay behind for a bit. Don't take too long.'_ The Incubator hopped off the table and vanished from sight, presumably disappearing to who-knows-where.

Mami exhaled loudly, trying to release all the frustration within her.

 _"My" house. As if I can say that anymore._

True, the apartment was listed under her name, but it had been so long since Mami had last been here. The place was still as she remembered. Everything was so pristine and gorgeous; the perfect place to invite guests. However, Mami opened a door to one of the bedrooms. Hers, to be precise, and the inside looked like something out of a haunted house. Nothing was broken or unusable, but there was a visible layer of dust everywhere, and the stagnant air only further punctuated the feeling of abandonment. The kitchen was like that as well. Not nearly as derelict, but there was a definite lack of food. The refrigerator barely had anything at all, most of its contents prepared beforehand for this very mission. Once upon a time, Mami called this place home, but the apartment had long lost its hospitality to become a safe point of entry into this world. Any beauty and sense of normality it retained were all a façade, hiding the empty shell underneath that exists only as an asset to the Organization.

Mami could only laugh pitifully at how accurately this place represented her.

After idly wandering around the apartment for a bit, Mami slumped down onto the sofa. She tried getting her mind off of the events of today, but to no avail. She hated these kinds of missions, these farces that falsely glorified the Puella Magi and portrayed Kyubey's contract as a wondrous stroke of fortune. It was all an act, and she hated it, and yet she found herself volunteering for these missions as often as she could, even going so far as to have other girls notify her whenever Kyubey was preparing one of these schemes.

As detestable as it was, these were also the only opportunity she had to protect would-be Puella Magi; her chance to prevent the suffering before it began, and stop the contract from ever being formed. Doing so, however, was always treading a fine line. She couldn't outright tell them about the horrors they'd face or the truths behind their fates, else the mission would end in failure. Worse than failure, really, and the Organization wouldn't hesitate to punish her for such sabotage, even with her reputation. No, she had to be subtle about it; dissuade them from immediately making a wish, make them hesitate, think things over, and—hopefully—ultimately decide against it.

 _I might have gone a little overboard this time, though._

Her desperation wasn't unwarranted. Ever since the instant she met those girls, Mami had been on edge, quickly realizing why Kyubey wanted a contract with them so badly. Or rather, why he wanted _her_ so badly.

Madoka Kaname. The potential that radiated off her was incredible…and terrifying. In terms of raw power, she could easily become one of the strongest Puella Magi Mami had ever seen, and consequently one of the most fearsome Witches. The very idea made Mami shudder. They already had one Witch too powerful to combat, they did _not_ need another.

With those horrible thoughts haunting her mind, Mami's eyes drifted to the Grief Seed set on the table. Though there were slight differences, she sadly recognized some of the dark patterns entwined around the small orb.

 _Kiroi._

A pang of remorse gripped Mami's heart. Many of the girls, herself included, had their suspicions after Kiroi's sudden disappearance, but that made it no easier having them confirmed. Kiroi was gruff and cold, difficult to talk to, but Mami had seen glimpses of the girl she was before. Perhaps if she had tried harder to reach out, to get past the walls…

 _Maybe…I could have saved her._

She knew it was ridiculous blaming herself. It wasn't her fault, she _knew_ that, but a part of her still felt responsible. She felt it her duty to help oversee the Puella Magi, helping everyone forge some small life for themselves at the edge of existence and stave off despair. It was a faint hope, but she clung to it, although seeing one of her comrades like this always served as a reminder that their fate can't be avoided forever. It brought to mind others girls Mami felt might also be at risk, and while a certain redhead stuck out in particular, someone else stood at the forefront of her worries—Nagisa Momoe.

Ever since joining their number just a few months ago, Nagisa had latched onto Mami. Looking back on it, Mami found it kind of surprising just how close they had become in so short a time, so much so that the young white-haired girl was practically a sister to her now. She's always so cheery and optimistic. Her Soul Gem was mostly unblemished, but that wasn't the problem…at least, not yet. Nagisa was one of the younger Puella Magi, having not even reached that prepubescent age Kyubey liked to aim for. Her innocent naiveté brought a smile to many a face, but its fragility was obvious for all to see, maintained only through ignorance, as she blissfully remained unaware of what happened to her mother.

Oh, she asked often enough. Who wouldn't be concerned for family in the hospital? But when the tragic news was first discovered, there was talk, and eventually the decision was reached to keep her in the dark. Was it cruel? Perhaps. It definitely wasn't a permanent solution either, but it's better than the alternative, or so Mami felt. Witchdom was a fate no one deserved.

Mami fell to the side, splaying herself across the couch. So much weighed on her mind, threatening to overwhelm. In this rare moment of complete solitude, she tried to forget the burdens of the Puella Magi. She glanced down at her clothes. How long has it been since she had completely disenchanted herself like this? Weeks? Months? Long enough that she had almost forgotten what she was wearing underneath all the magic. There was just no point in disengaging. Maintaining a Puella Magi's attire took very little magic—almost unnoticeable—that most kept it up at all times. And if an occasion called for a certain look, they can just re-enchant their clothes however they please. Magic was such a convenience, that most Puella Magi didn't even have a wardrobe.

But Mami wasn't a Puella Magi. For once, right here and now, she was just a normal girl. At least, she could pretend to be. She imagined what her school life might have been like. At her age, she'd probably be in her final year of middle school. She wondered if she would have been able to maintain her grades. She remembered doing well, but that was only an elementary level. How much harder would middle school have been? Would she have joined any clubs? Made any friends? Or even…lovers?

She went further, imagining her high school years, and even going beyond that. Would she have continued and gone to university, or strike out in the world to make a living? Would she have stayed here in Mitakihara, or set her sights on traveling? Would she have one day started a family? She indulged in one fantasy after another, exploring the countless possibilities she could have taken. For the first time in a long time, Mami was having…fun.

And yet, throughout her musings, one thing lingered in the back of her mind. These fantasies were nothing but lost futures of a girl that died over three years ago. The things Mami envisioned could never come to pass. It was a sad truth, but one she accepted long ago. Her path was already laid out for her, and she had no choice but to walk down it.

Her duties beckoned to her. Saix probably had some words for her upon her return. She'd be able to make him see reason, just like always. Whatever arguments Kyubey may bring to him would all be moot with the mission being technically successful. She should be heading back, Mami told herself. She should…but that can wait, just a bit. Even if for only a few more minutes, Mami lay there on the couch, pretending and dreaming.

* * *

" _I'll be away for a while, but I suppose I can fill you in. You know, since we're friends and all…"_

 _Friends…_

… _What is that, exactly?_

According to Axel, friends were people one chose to be around, even when not working. They talk about anything, and nothing in particular. They eat ice cream together. A lot of ice cream, apparently, but Roxas didn't mind. In fact, he liked it, and he liked being friends with Axel. But what was going to happen now that Axel was gone? That thought had been plaguing Roxas since he first heard the news. Even now, while wandering the streets of Twilight Town, those thoughts prevented him from focusing on the mission.

He sensed movement in his peripheral. Off in the distance were three kids. Roxas faintly remembered them from before.

"…Sir?"

Axel had said they were friends too, except only with each other.

"Sir?"

Roxas watched them closely, trying to see if they did anything different, if there was more to being a friend.

"Thirteen, sir!"

Roxas blinked. At his side, a blue frizzy-haired Puella Magi looked at him apprehensively. Ito, if Roxas remembered her name right. "Is something wrong, sir?" She asked.

"Uh, n-no…no. It's nothing," Roxas shook his head. It was weird being called that name again. He'd gotten used to hearing it refer to the other members, but this time, there was no other Nobody to take the lead. Today, he was alone to lead the mission, no longer working alongside Puella Magi, but commanding them. Perhaps it only made sense he'd be "sir" again, but even so, he couldn't get used to that name. He doubted he ever would.

"We should get on with the mission, then," said Ito.

"…Right." Roxas trudged forward, taking the lead. His thoughts kept drifting, though, and as the day progressed, everything sort of blurred together for him. He didn't even realize the mission was over until Ito gave a relieved sigh, exclaiming they were done.

The pair made their way down one of the town's back streets, preparing to return to the castle, but even then Roxas's mind lay elsewhere. His footsteps slowed. Feet dragged against the ground before stopping entirely. Ahead of him, Roxas faintly heard a sigh.

"Alright, sir. What is it?"

"H-huh?"

"I mean no disrespect, but you've been like this all day, so what gives? Some Organization business?"

"Er, no. Nothing like that. It's just…" Roxas faltered. Would she even be able to understand? How could he even begin to explain when he barely knew it himself? Ito looked like she was expecting an answer. Unable to meet her gaze, Roxas's eyes set upon the cerulean gem embedded in the clasp on her shoulder.

 _That's right. They have their hearts._ Even if misplaced, they should be able to feel, just like those kids. Perhaps she _could_ give him some insight. Thinking how best to go about it, Roxas asked, "Do you…have friends?"

"U-uh, I—what?" Ito reeled, taken aback by the sudden question. She seemed hurt too, somehow, which seemed odd to Roxas. Her stammering didn't give him any comfort.

"Oh. Guess not, huh?"

"Of course I did!" Ito said sharply. "Me and Seiko, we were best friends! Completely inseperable!"

That caught Roxas's attention. _Best_ friends? Was that different? "So what kinds of things did you do?"

"What did we do?" Ito scoffed, but the corners of her lips curved upward, and her eyes drifted away from Roxas, gazing wistfully off in the distance. "What _didn't_ we do? We were always in the same class, and our houses were such a short distance away. There was rarely a moment we were apart." As reticent as she was initially, the more she spoke, the more fervent she got. Roxas didn't understand much of what she was saying, but he felt he got the gist of what she meant.

"Did you ever eat ice cream too?"

"Definitely, especially on really hot days. How I would have loved if things just stayed that way. But…"

Roxas shot her a quizzical look. "But…what?" The brightness that had been on Ito's face was gone now, and she seemed reluctant to speak again. "Did she…turn into a Witch?"

"N-no, no. She isn't a Puella Magi. She..." Ito took a shaky breath. Only due to Roxas's prodding did she slowly continue. "…She was going to move away. Her father got some high-paying job in another city or something."

"She…left?" Roxas's eyes widened with familiarity. "What happened after that?" He wasn't quite sure if he really wanted to know the answer, but he asked regardless. "Were you no longer friends?"

"What!?" Ito shrilled. "W-why would you say that!?"

"Well, if you can't do those things with them, then they aren't friends, right?" After everything Axel had told him, that was the only unfortunate conclusion Roxas could come to.

"No! That's not it at all! We could've—no, we _would_ have stayed friends, no matter what! We would've found a way; figured something out. We could have…we could have…"

Roxas crossed his arms, brow furrowed. "You can still be friends, even when apart?"

"…I should have…if only…"

Roxas shook his head. "I don't get it," he sighed dejectedly.

"…If only…I'd known that back then…"

"Anyway, I guess we're done." Roxas tried to remember what Axel would say in this situation. "I, uh…there's something I need to check out first. You can head back to the castle now." He glanced curiously at Ito for a moment, noticing water forming in her eyes, but ultimately paid it no heed. He had a lot to think about over that ice cream.

Roxas walked away, ignorant of the girl he left behind, crying in the alley. Leaning against the wall for support, Ito slid to the ground, unable to stand anymore under the weight of her emotions.

"I was so stupid. I'm sorry…I'm so sorry…"

* * *

A/N: So, I had this whole chapter already planned out long ago, before even some of the ones before. I actually expected this to be a short one at the time, until I started putting it all down and it became one of the longest ones yet.

Events may have delayed it this time around, but things have once again been set in motion for Madoka (and Sayaka, but Kyubey's looking at the grand prize). While some things did play out the same, I also wanted to explore what might be different, especially Mami. Circumstances being what they are, this Mami is far different from the one in the show.

With Roxas's disposition, I've always tried to go for a neutral, innocent outlook, especially here in the early stages. While he doesn't really have any sympathy for the girls, he holds no animosity toward them either. He doesn't have a grasp on emotions, especially those of others. He's learning, trying to figure things out, but unaware of what impact his actions have on others.

For anyone wondering about using the same Witch, Xemnas did have a perfectly usable Grief Seed just laying around that Kyubey could borrow and set wherever he pleased.


	12. Chapter 11

**Puella Magi Contract Registry**

 **Name:** Ito Kameyo

 **Weapon** : Whip

 **Power:** Binding and Stop magic, limited ability in barrier conjuration

 **Home world:** Earth α—Takayama

Wished that her friend wouldn't leave their town. A lonely girl that friendship often eludes, but cherishes the few bonds she has made. When fate sought to tear her companion away from her, she retaliated with the Incubator's contract, and while she got what she wanted, in the end, so too did fate.

 **Additional notes:** "Talk about a case of be careful what you wish for. I watched this tragedy unfold with my own eyes...well, eye. The Incubator definitely made her friend stay all right, but only by making her daddy lose that big job that made them leave in the first place. And of course, this was after everything was all set. House sold, stuff packed, the whole shebang, leaving them with no job and no home when the wish went through. After that, who knows? Probably a bunch'a Heartless by now. Just goes to show how powerful one little wish can be."

"She's driven and determined. An otherwise admirable work ethic were it not for the reason behind it. Her motivations aren't derived from a sense of loyalty or ambition. Rather, she dives head long into her duties to keep herself distracted, no doubt to forget the atrocities her actions have wrought. I've seen this same behavior before, and it always ends the same. Her mental stability will not hold forever; it will deteriorate, sooner or later. And when the time comes, and she is forced to face the truth, she will not survive."

Chapter 11

"Roxas, today you will be working with Xion."

Roxas spared a glance at the Nobody in question and accepted the mission brief. It seemed he'd be in charge again today, only this time he'd be leading a fellow member as well. Heading over to the Contract Registry, he absentmindedly scrolled through the list until he spotted a somewhat familiar name, although why that was he couldn't recall. He summoned a Dusk to send for the Puella Magi, and as he turned to go wait, he took a step back as Xion was suddenly there before him.

"U-uh, we'll be leaving soon. Just have to wait for Homura." A thought occurred to Roxas. He pointed at the registry. "Do you know how to use it? Has anyone shown you?"

Xion looked over at the stand, not giving any indication of a response.

 _O…kay…?_ "Let's…go sit down. Alright?" Roxas walked toward one of the room's sofas, Xion quietly following behind. He watched as the Nobody looked at him, then at a vacant seat. Slowly, as if unsure, Xion slid into place, hood bobbing up at Roxas and back down, using him as a sort of reference point.

 _Is that…how I used to be?_ Roxas wondered as all this took place. Axel had described him as a 'zombie' back then, whatever that meant. "Hey, Xion?" He asked. "Do you…know what my name is?" No response. "Er…what about our boss's name? Do you know that?" Still nothing. Not sure what else to do Roxas opted to wait in silence, occupying himself with another matter.

 _Homura…Homura…where have I heard that name?_ It stuck out to him, but try as he might, he just couldn't remember why. It wasn't until a dour, dark-haired Puella Magi walked in that it finally came to him, and immediately he regretted his decision. _Not the Saix-like one!_

Homura marched up to them with an aura of no-nonsense. "I assume you've already prepared?"

"Y-yeah." Roxas rose and summoned a Corridor of Darkness. With only a few words, he was already on edge. This wasn't going to be a pleasant mission.

The trio popped out at the sandlot of Twilight Town, their eyes adjusting surprisingly quickly to the unusually dim light. Looking up, Roxas saw dark clouds in the sky, covering the perpetually setting sun but not completely blotting out its light, illuminating the world below in a strange glow. Shadows were darker; any color caught in the light appeared sharper, more saturated. Everything seemed just a bit duller, but at the same time popped.

Roxas shifted his focus onto the mission. They couldn't stay here forever. "Let's go." An awkward silence hung behind him as neither Nobody nor Puella Magi replied. Unsure of what else to do, Roxas began walking, and thankfully the others two followed.

It didn't take long for the Heartless to begin appearing, and Roxas didn't hesitate to rush into battle, Keyblade in hand. From behind, Xion supported him with fire spells, while Homura…stood back and watched, not lifting a hand to help in any seeable way. Roxas didn't say anything, not in the middle of fighting, and it wasn't really worth bringing up after the fact, but as they continued encountering Heartless, Homura kept being inactive. Only after being blasted by a bomb-like Heartless for the umpteenth time did Roxas finally speak up.

"Aren't you supposed to be helping?" Roxas downed a potion, alleviating the pain and small burns as the wounds healed.

Homura gave him a cold stare. "You don't need my help."

"Yes, we do. We're a team, we're supposed to—"

"We are _not_ a team." Homura cut him off. "I know all about you. About how _important_ you are." she practically spat the word out as she pushed her hair back. "The Organization wants you to fight these Emblem Heartless, don't they? The best way to let you do that is to stay out of your way. It's not like you're in any real danger, anyway. Honestly, I don't even know why you bothered dragging me with you."

"Well, still…" True, other Puella Magi held back, sometimes pulling out of the fight altogether to let him collect the hearts, but did she have to be so…up-front about it?

"More importantly, where are we even going? You've been leading us in circles for over an hour now."

"Well, we're supposed to go after a certain Heartless. We just haven't found it yet." They had come across quite a few plant-like Heartless, but none of them matched the description—or size—Saix had given him.

"Where's the mission brief?"

"Right…here." Roxas fished out the file, only for Homura to snatch it from him. She walked away while looking it over, turning around a corner. Roxas gave chase, but as soon as he rounded the corner, Homura was nowhere to be seen. "What?" Roxas looked up and down the road, but to no avail.

What was he supposed to do here? Should he keep looking for her? He had been warned some Puella Magi may attempt to betray them. Should he go back and tell Saix? No, he decided. The mission came first, just as always. He could tell Saix after they returned, once they'd taken out their Heartless…wherever it was.

With Xion at his side, Roxas combed the town once more. They kept finding Heartless no problem, but none of them were the target. Group after group, they fought. Roxas was about to finish off the last flower Heartless of their latest batch.

"I found it."

Roxas came to a screeching halt. The Heartless took the opportunity to shoot a heavy seed at him, striking Roxas painfully in the chest. The Heartless reared its head for another attack when suddenly a ball of fire consumed it, leaving naught but a small plume of darkness and Xion watching from behind, lowering a hand. Roxas sputtered, regaining his breathe as he looked to the direction of the familiar voice. Sure enough, there was Homura, as unfazed as ever, despite the threat that was there just seconds ago.

"Where have you been?" Roxas asked. _And…when did you even get here?_ Even in the middle of fighting, he was sure he saw no one approach.

"Looking for _your_ Heartless. It's in the sewers under the city."

"O-oh." It wasn't what he expected, but at least they had a destination now. "So that's in the tunnel systems, right? Let's see, the closest entrance would be…"

"Just follow me," Homura said with little patience. With no objections, Roxas and Xion did just that, and the group descended into the maze-like tunnels. The narrow corridors soon opened up and the sound of running water echoed throughout. In the center of the area sat a flower-like Heartless, larger than any Roxas had fought before. No doubt this was their target.

Roxas wasted no time and leapt into the fray. Despite its differences, the Heartless reacted almost identically to its smaller variants. It flailed its head around as Roxas attacked up close, forcing him to back away from the impacts. Together with Xion, Roxas shot some fire at it. The Heartless writhed as the flames licked its body, but through the pain, its eyes lit up and it spewed out a cluster of seeds. Roxas went to block, but the impact was larger than what he was used to and heavier than anticipated. The cluster exploded in a flash of light and pelted Roxas and Xion with the shrapnel, knocking them down. Dazed and disoriented, Roxas blinked, trying to get rid of the lights dancing in his vision. He could just barely make out the Heartless—little more than a twitching blur—rearing back again. Roxas braced himself.

 _BANG!_

Roxas's ears rang, but felt no further pain. Blurry seeds lay scattered around the floor in front of him.

"Are you just going to sit there? Get up and beat that thing already."

His vision clearing, Roxas looked over to see Homura with a gun in hand and unimpressed scowl on her face. Heeding her harsh words, Roxas quickly got back up and into the fight. The Heartless was strong, but simple, and now that Roxas was focusing more on dodging than blocking, the monster soon fell without much more hassle.

Their mission complete, Roxas turned to his comrades. "I've got somewhere I need to be. You two can head back without me." The responses he received were…unsettling. Homura still held the same indignant glare, seemingly uninterested in moving, and Xion…well, Roxas couldn't see under the hood, but he could feel Xion's gaze regardless.

What did they want from him? Should he do something? Roxas hesitantly raised a hand. He didn't have to do anything before but…maybe he should, since he was the leader, after all. He summoned a Corridor of Darkness, but still there was no response. Getting uncomfortable at the growing silence, Roxas awkwardly too a few steps back before ultimately taking his leave. He heard a faint "whatever" behind him, followed shortly by the sound of the portal closing.

With everything now taken care of, Roxas went about his post mission routine. At this point, it had become second-nature to him, even if it was a little lonely up on the clock tower. He still didn't quite get the nuances of friends. If anything, Ito's explanation the other day only served to confuse him further, but he found some solace in that it really didn't matter. Once Axel came back, they'd either go back to being friends, or continue to do so. Everything'd just go back to normal, right?

After some time, Roxas finished up and returned to the castle. There, Saix was waiting for him, and looking more cross than usual.

"Well now, care to explain where you've been, Roxas?" Saix wasted no time drilling into him.

"I-I was…taking care of something."

"Is that so?" Saix scoffed. "Homura said the same thing when she and Xion reported in, _without_ you. I don't know what foolishness Axel has been putting into your head, but you must understand the importance of your missions."

"I know. The mission takes priority."

"More than that. The mission isn't your first priority, but your _only_ priority, and you are expected to return here as soon as that's accomplished. Whatever you're doing is not only irrelevant, but puts the Organization at risk." Saix's eyes narrowed. "This shall not happen again. Do I make myself clear?"

"…Yes."

"Good. You are dismissed."

Nodding, Roxas quietly returned to his room. He didn't get it; was ice cream really that dangerous? He always pulled up his hood whenever he bought it so no one saw his face. He didn't want to just give it up, but he also didn't want to anger Saix or disappoint the Organization. He'd have to find some kind of compromise.

The next day saw Roxas working with Xion again. Together they once again set out for Twilight Town, not for one large Heartless, but for a sudden swarm of smaller ones. Saix had already sent a Puella Magi to scout the situation. It was up to Roxas and Xion to rendezvous with her and harvest all the hearts.

As they arrived, the atmosphere was very different from the sleepy town Roxas was used to. Screams filled the air. Throngs of people ran amok in a frenzied panic. Roxas threw up his hood before stepping out of the shadows. If all these people were fleeing from the Heartless, it stood to reason going against the current would lead them straight to their marks. Sure enough, Roxas was right, coming out to a destroyed sandlot, with decorations not there before having been torn and strewn about. Numerous green soldier Heartless ran rampant, only adding to the mess.

"Lord Thirteen! Fourteen! Up here!"

Roxas looked to see a girl high up on a balcony. She had light red hair—almost a soft pink—adorned with a headdress. The glimmering gem in the center quickly denoted what she was. Roxas and Xion warped up to her.

"Glad you managed to find me so quickly. Although I guess with all the screaming, it wasn't too difficult." She giggled a little, but faltered against the Nobodies' blank stares. She cleared her throat before continuing. "A-anyway, I've managed to seal the area for you. No Heartless'll be getting out now!"

Roxas looked over the railing with doubt. Many paths led in and out of the sandlot, and none of them appeared blocked in any way, least of all the main road they took. His question was suddenly answered when one of the Heartless ran out, only to be bounced back by the faint shimmering of some unseen force.

"One-way barriers. My specialty," the girl said proudly. "Any can enter, but none can leave."

But Roxas's doubts weren't assuaged; one thing still lingered. "What's stopping them from disappearing though? Does your magic block that too?"

The girl's smile widened. "Oh, trust me, I've dealt with _these_ kinds of Heartless more times than I can count. Despite their name, Deserters share a strong sense of camaraderie with one another. So long as one remains, the rest will come." Roxas nodded, preparing a portal to send them back down, but the Puella Magi held out a hand. "Please do be careful, my lord. Deserters are weak, but vicious, especially when avenging one of their own. I've seen what happens to those who underestimate them. The mess is... _unpleasant_ to say the least."

"Got it." Roxas warped down to the ground. A few Heartless took notice of him and shambled over. Just like the girl said, they were quickly defeated with only a few solid swings, but as the captured hearts rose to the sky, the rattling of armor echoed as the heads of every remaining Heartless turned their gaze squarely on Roxas, and from there, the real battle started. The horde swarmed on Roxas, becoming a maelstrom of heavy kicks and sweeping claws. Roxas's senses were on high alert, fending off every attack he could and counterattacking when the chance arose. Whenever one fell, another was already there to take its place. Very quickly Roxas realized this would be a battle of attrition, pitting his strength against their numbers. His focus narrowed. His vision tunneled. His attention sat squarely on the enemy in front of him in a single-minded determination to take it out.

One Heartless fell. Then another. One managed to get a hit in before it too fell. So suffused was he in battle that Roxas forgot all else: pain, fatigue, but mostly time. He couldn't tell how long he had been at it when the onslaught finally ended with one last sweep. As the area grew quiet, Roxas took a deep breath and his tension relaxed. The injuries he'd sustained started making themselves known, but surprisingly, they weren't as bad as he might have expected. Nothing a potion couldn't heal.

"Not bad! Not bad at all!" The Puella Magi clapped as she made her way down to them, stepping down on thin air. No, not air, Roxas realized, but more of her barriers, stepping on one after another like her own personal staircase. "So, ready to head back?" Before even waiting for a response, she made a Corridor of Darkness.

"Y-yeah…" Roxas looked away. "You guys can go on ahead."

"Hm? Something the matter?"

"No. It's just…something I need to take care of." The girl still looked unconvinced, and even Roxas knew how weak these excuses must sound. But still, he pushed. "It's nothing you need to worry about."

The girl kept her gaze on him, arms crossed. After a tense moment, her shoulders slumped. "If you say so, my lord."

She walked through the portal. Roxas was about to leave too when he suddenly hear a small voice.

"Ro…xas…"

Roxas looked over at Xion. "Don't worry, I won't be long. Just a few minutes, I promise."

"Your…name. Roxas…"

"Uh, yeah…"

Without another word, Xion stepped through the portal, which dissipated into wisps of darkness soon after. Now alone, Roxas turned to head toward the plaza. As he did, a thought suddenly crossed his mind.

 _Was that the first time Xion spoke?_

* * *

Within his hiding spot, a young boy peeked out at the sandlot from beneath the rim of his large hat. All was quiet, and slowly, cautiously, Vivi crawled out from under the bench. Those monsters had been terrifying, but they seemed to be gone now, thanks to those people in the black coats. He didn't know where the other one went, but he watched with tentative awe as one of them walked away.

Those black hoods. That air of mystery and danger. They were a little scary, but if they fought off those monsters, they had to be good people. Heroes, even. Vivi only saw bits and pieces of the fighting, but the way that person swung their strange sword was impressive. Their movements were so fast yet elegant. Powerful and calculated. With every swing, Vivi could feel the force behind it as their sword struck down an enemy. It reminded him of his favorite plays, and the intense duels he witnessed in the heat of the climax. Granted, some well-rehearsed choreography between actors was a little different than an actual life-or-death struggle, but Vivi couldn't help comparing the fight to one of his favorite scenes, where the prince summons up his last bits of courage and strength to defeat the demon lord with one final attack: the Ars Arcanum.

Except this wasn't a play. This person was real. Their skill with a sword was real too. They were good. _Really_ good. Good enough that they could probably even give Seifer a challenge.

"Oh!" That's right, he should be looking for his friends, and let them know he's all right. He bounded off, going fast as his tiny legs would carry him. Even if they didn't believe them, Vivi had quite the tale to tell.

* * *

Roxas passed through the portal back to the castle. He checked in with Saix to make sure the mission was successfully reported. Much to his relief, the encounter was brief, with Saix not even berating him, though he did give Roxas a piercing glare that made him want to leave the room, and quickly.

He made his way to his chamber. With no one around, Roxas took out the ice cream hidden in his coat. He removed the wrapper and sat at the edge of his bed. He bit into it, but found only the taste of salt in his mouth. A few more bites did nothing to improve the flavor either.

Roxas let out a dejected sigh. He tried, but this just wasn't going to work. He needed the hard-but-warm stone masonry of the clock tower. He needed the soft orange glow of the ever-setting sun. But most of all, he needed Axel. Discarding the half-eaten treat, Roxas crawled into bed, hoping Axel's "special mission" would be over soon.

* * *

Mami stood in front of the door to Homura's room. She had been holding this off for long enough, though not by choice. Her duties had kept her busy, but this morning, before things started, she was determined to keep her promise.

She knocked on the door and waited. Nothing. Not that she was surprised, given how early it was. She knocked again, a little louder this time. "Homura?" Still nothing. Getting a little anxious now, Mami moved to knock one more time.

"What are you doing here?"

It took every ounce of Mami's strength to not jump at the sudden voice. She turned to see the girl she was looking for right there in the hall.

"Homura! You look…" Well, an utter mess, to be honest, but Mami didn't say that. Homura's normally straight hair was disheveled, bags had begun darkening under her eyes, and overall, her expression was even more sullen than usual. Besides all that, Mami noticed a book of sorts in her hand, hidden so casually yet subtly behind her back that Mami had almost missed it entirely.

"Tired? Yeah. That idi-… _Nobody_ refused to let the mission end. We only just got back."

Mami suspected she knew who Homura meant, but why would Luxord do something like that? She also noticed that as she spoke, Homura slyly snuck her hands behind her back, and when they came back out, the book was gone. Just what was she trying to hide? And why?

"But as I was saying: what are you doing here? And at _this_ time, no less?"

"I was looking for you. I've been meaning to speak to you."

"Sorry, but I'm not really in a talking mood right now." Homura pushed passed Mami towards her room.

Mami wasn't going to be deterred though. "I was in Mitakihara a few days ago."

Homura unlocked the door, ignoring the blonde completely.

"I came across some girls. They said they knew you."

Homura still gave her no acknowledgement as she turned the knob and began opening the door.

"Madoka Kaname and Sayaka Miki. Are those names familiar to you?"

The door came to a halt. "…How do you know them?" Homura spoke with a harsh edge that wasn't there before.

"I helped them out of a tight spot. It was part of Kyubey's plan."

There was an uncomfortable pause before Homura spoke again. "So you saw it. Her potential."

"I did." With Homura's back still to her, Mami couldn't tell how the dark-haired girl was taking this.

"Stay away from her."

Mami blinked. "Huh?"

"You want her to become one of us, don't you?"

"What? No, that's—"

"You're leading innocent people into danger, and you don't even care. I won't allow it!"

"No! You've got the wrong idea!" Mami said aghast. Why was Homura so set on accusing her?

"Oh, really?" Homura craned her neck back to glare at Mami. "You said it yourself: you were working with Kyubey. What reason could you have other than to steer them into a contract?"

"I was there specifically to make sure they _didn't_ contract!" Mami was desperate to make Homura see reason. She knew there would be frustration and worry, even anger, but to lash out like this?

Her words did seem to have some effect, however, as Homura turned to fully regard her. Her glare was gone, replaced by a wary confusion. "But, you—"

"Do you really believe I'd wish our lives on those girls? Are their lives so bad that _this_ would be a better fate?"

"Of course not!" Homura cried out louder than Mami had ever heard her before. Her outburst was short, and Homura quickly regained control of herself. "She doesn't deserve this. She shouldn't have to be put through this kind of suffering."

Mami placed a hand on her chin. _'She'?_ "And I'm sure you want the same for Sayaka, yes?"

Homura raised an eyebrow. "I just said so—" The realization of her slip-up hit her, and she looked away abashedly.

Mami could hardly contain her smile. "You really care about Madoka, don't you?" The blush in Homura's cheeks were all the confirmation she needed. Even if it was at the girl's expense, Mami was glad to finally see a side of Homura that wasn't so gloomy. Before she could say anything else, though, a Dusk slinked up to them.

" _Master Saix requires your presence, Mami Tomoe…"_

 _Really? This early?_ Mami thought, but held her tongue. She understood the nuances of the lesser Nobody's speech patterns, limited though they may be. Saix needed her, yes, but if it was urgent the Dusk would have said so. Most likely this was Saix making sure she got the message before she made any other plans, so at least she could take her time to prepare. "I understand. Dismissed." She turned back to Homura to bid her farewell, only to find empty space and the faint clicking of a door locking. The girl must have escaped while Mami was distracted by the Nobody. Mami sighed. It was annoying, but that didn't stop the smile that played on her lips. Everything made sense now. _It's more than just a friendship, isn't it?_ "You're lucky to have her, Homura," she called out. "People like that can help see you through the toughest times, even if they're not with you. Never forget her, because she certainly hasn't forgotten you." Mami stepped closer, placing a hand against the door. "And I really do hope the best for her. And Sayaka. I hope that we never have to see them here."

No response. Not that she was expecting one anyway. With her piece said and promise fulfilled, Mami walked away to prepare for whatever assignment Saix had for her.

* * *

Roxas walked into the Grey Area to find Xion waiting for him.

"Oh. Morning, Xion."

"Mor…ning?" Xion looked over at the huge window of a wall showing the eternally night-lit sky.

Just then Saix walked up to them. "Both of you, finish your preparations immediately. A giant Heartless has surfaced, and must be dealt with as soon as possible."

"Yes, sir," said Roxas. He glanced over at the Contract Registry. "We'll be off as soon as—"

"I have already arranged that for you," Saix interjected. "Mami." He beckoned to a blonde Puella Magi. "She will be accompanying you. She's already been briefed and cleared for departure, so the moment you are ready be on your way." Saix left to take his usual post by his desk as Mami came over to them.

"Shall we?" She said with a courteous bob of her head.

Roxas looked over at Xion. He didn't really need to do anything else, and Xion didn't seem to be speaking up either. "I...guess so."

"Very well." Mami summoned a Corridor of Darkness and stepped through, with the two Nobodies right behind her. The three popped out in a shaded alley beneath sunset skies.

"Huh, doesn't seem like there's any trouble," Roxas said, noticing the calm atmosphere. After the other day, he would have expected a giant Heartless to raise an even greater panic.

"It is here. There's no question," replied Mami. "We'd best begin searching, starting with any large, open areas where lots of people gather."

"So the shopping district, then?"

"That's not a bad place to start, but…" Mami glanced up, eyeing the clock tower in the distance. "If I remember, there's a train station up there, yes?" Roxas nodded. "I suggest we make our way there first. If the Heartless isn't there, we'll at least have a good vantage point for the rest of the city."

"Okay." With their plan set, Roxas and Mami began making their way.

"Roxas." Xion suddenly called out, grabbing the attention of the other two. Xion slowly removed the hood, and Roxas stared as he finally got a look at _her_ face. Her bright blue eyes. Her jet black that hung loose just above her shoulders. "Best of luck today."

Roxas could only keep staring, transfixed until Mami pulled him out of his trance. "We need to get moving. The sooner we find it, the better."

The three hastened up through the town, taking down the occasional Heartless with little effort. They soon arrived at the station plaza, finding it strangely empty. They cautiously wandered about the area, and before long Roxas felt a low rumbling beneath his feet. He heard something moving behind him, something large. He and the others turned around to see a giant black humanoid shape rising out of the ground. Its limbs were thick and muscular. Wiry hair-like tendrils wrapped around head, exposing only its glowing yellow eyes, and a huge gaping heart-shaped hole bore through its stomach. This had to be their target.

The Heartless swung down an arm. The group dodged out of the way, springing into action. Using its size to its advantage, the Heartless was quick to put them on the defensive with wide-arching sweeps and powerful punches that left pools of billowing darkness erupting from the quaking ground. From the pools, Shadows crawled out, little more than ants next to the towering Darkside, and joined the fight. Mami wasted no time shooting them down as they appeared, allowing Roxas and Xion to focus on the target. Xion blasted it with volleys of fire, while Roxas pelted it with pearl spells, one even managing to hit the Darkside square in the head, causing it to keel over with claws clutching painfully at its face.

Roxas seized the opportunity to rush in, striking at the vulnerable Darkside. Streams of darkness stemmed out where the Keyblade sliced through, battering and wearing down the Heartless again and again. Before long, it managed to recover from the blinding light and retaliated. It swiped away the surprised Nobody, and quickly followed up with a mighty punch. Roxas was sent flying back, Keyblade skittering across the ground toward Xion's feet.

"Roxas!" Xion cried out. A faint light glimmered in her hand, and as she looked down, the Keyblade suddenly appeared in her grasp. Before she could comprehend anything though, her attention snapped back to the Darkside as it lunged forward with another punch towards her. She moved to dodge, but before the fist could connect, a thick yellow ribbon wrapped around its wrist. At the other end, Mami pulled, throwing off the Darkside's attack and nearly toppling the creature over. Xion dashed forward, and with a clean strike, managed to cleave through the Heartless, finishing it off.

"Xion, I…wow," Roxas said between breaths, having mostly recovered from the blow. "I didn't know you could use the Keyblade."

"You know…neither did I." Xion stared at the weapon in her hand. She furrowed her brow, and in a flash of light, it disappeared.

"I'm sure the others will be pleased when they learn of this," said Mami. She looked out at the once again quiet plaza. "All things considered, you handled that Heartless quite well. Shall we head back then?"

"Yeah, you go on ahead. There's something else I need to do." Roxas turned, about to leave. "Will you come with me, Xion?"

"But the mission's complete." Mami eyed Roxas curiously. "We don't have any other business here."

"I know. That's why I'm letting you go back." Expecting that to be the end of the conversation, Roxas walked away.

"I'm afraid I can't let you do that."

Roxas stopped and turned back to the Puella Magi. "What?" Wasn't she supposed to follow his orders?

But Mami stared at him with a stern expression, almost as if she were the one in charge. "I've been ordered by Saix to bring you back once the mission's finished. He says you've been distracted, staying out past the mission and putting the Organization at risk. We will be returning— _now—_ but first I want to know: what have you been doing? And why are you trying to get Xion involved?"

"I…" It's not that he didn't want to tell them. Really, the only reason he kept quiet was because of Axel. He would've like to keep it a surprise, at least, but it seemed Mami wasn't going to let that happen. "It's…the icing on the cake."

Mami raised an eyebrow, but it was Xion, head tilted to the side, who asked, "What's that?"

"All I need is a few minutes, and I can—"

"No," Mami interjected sharply. "Answer the question. What is it?"

 _She really isn't going to let this go, is she?_ With a resigned sigh, Roxas replied, "It's ice cream. I thought that since Xion did a good job today and everything, I'd get us some to celebrate."

Mami looked at him long and hard, disbelief plain on her face. "…Ice cream?"

"Yeah," Roxas nodded. "I could even get you one, if you want."

"And that's _all_ you've been doing?"

"Well, yeah. What else would I do?"

Mami continued to scrutinize him until, after what seemed like ages, she let out a deep breath. Her lips curved up in a small smile, and she laughed. "All this trouble, over _ice cream_. Well, Saix wanted to make sure you were promptly returning, but that just means we'll need to make sure to all go back together."

Roxas blinked. "Wait, does that mean…?"

Mami's eyes softened. "Lead the way, sir."

Roxas smiled and led them down to the store. With hoods up, Roxas went in and made his purchases. Thankfully, Mami agreed to at least stay out with Xion, though he did notice her keeping a discerning eye on him the whole time. After that, Roxas took them back to the station, through the back passage, and up to the top of the clock tower.

"Wow. This place is amazing," said Xion, transfixed at the view. "How did you find it?"

"Axel showed me," Roxas replied as he sat down along the edge.

Mami paused. "Axel?"

"Yeah. After my first mission, he brought me up here. He said it was to 'unwind after a hard day's work'." For some reason, Mami looked like she didn't believe him, but as Xion carefully sat down next to him, Mami slowly took a spot on his opposite side. Roxas took out the ice cream and handed one to each of them. "He also showed me these. He called it the icing on the cake."

"So that's what you meant." Xion examined the bar. "This doesn't look like any cake, though."

"Yeah, I don't really get that either, but go on. Give it a try."

Xion took a bite. Her eyes widened. "It's salty…but sweet."

"It's good, right?"

"It certainly has a… _unique_ flavor to it." Mami licked her lips. "So this is all you've been up to each day? With Axel?"

"Y-yes?" Roxas couldn't get why she seemed so hung up about Axel. "We're friends, after all."

"Friends?" Xion tested out the word. "What is that?"

"Uh…" Roxas found himself at a loss. How was he supposed to describe something he barely understood himself? "Well, it's…not so much a thing, but something you do. It's, well, _this_." He gestured broadly, trying to get the idea across.

"This, huh?" Xion stared wistfully at her ice cream and the view before them. "Do you think I could be a friend, too?"

Roxas blinked. How _did_ one become a friend? With him and Axel, it just sort of happened. "I don't see why not. I can ask Axel for you, and then maybe we can all have ice cream together. That'd be great." He suddenly remembered the Puella Magi next to him, and the orders she was supposedly given. "Oh, but I guess Saix wouldn't want that, huh?" He said to her.

"No, that he wouldn't," Mami replied, slowly licking her bar with much less voracity than either Nobody. "I've been thinking: all this is because you haven't been returning with your team. Why don't you just come here after you've reported in?"

Roxas stared at her dumbfounded. "You can do that?"

"I'm sure they wouldn't want you to, but technically speaking, yes. As far as I can tell, the Organization doesn't keep that close an eye on its members, at least, not nearly as much as they do us. You should be able to come back here with no trouble, all while keeping Saix…well, not necessarily _happy_ , but satisfied nonetheless."

Roxas slowly nodded as she made her point. "Yeah. That's a great idea!" Why hadn't they thought of that before, he wondered. "You know, if you want, you can come up here with us."

Mami smiled. "I appreciate the offer, but I'm afraid I'll have to decline."

"Huh? But wh—oh, right." It wouldn't be an issue for them, but a Puella Magi suddenly popping into Twilight Town would definitely stir the entire Organization. And considering she was supposed to be some kind of extra powerful and important Magi, it was unlikely he'd be able to call on her every day.

"Besides, this seems more like Organization business anyway. It wouldn't be right for a Puella Magi to intrude on that."

Roxas looked over at Xion, who seemed to share his thoughts. It was a shame, but there really was nothing they could do. He turned back to Mami, saying "Well, still…thank you, Mami. For everything."

"Of course, sir." Mami bowed her head. The conversation came to a lull after that. The three spent the rest of their time in a companionable silence, all the while a gentle warmth spread within Roxas's chest.

* * *

A/N: No matter what happens, no matter how the Organization changes her, Mami will always be a big softie at heart. I don't imagine her being a big fan of salt, though.


End file.
